The Care Bears and the Queen of Care-a-lot
by CaptainElsa
Summary: Care-a-lot is in trouble, and the Care Bears need Sophie Summers' help! Little does she know, she is actually the new Queen of Care-a-lot. On her quest to save Care-a-lot, she learns about friendship, caring, and forgiveness. Can Sophie and her friends win against No Heart and his army of evil? Sophie is my OC!
1. Chapter 1: Rainbow Colors

The Care Bears and the Queen of Care-a-lot

THE COMPLETED STORY

Inspired by a True Story

Note: New Cleveland is a fictional town parallel to the real Cleveland, Ohio.

 **Chapter 1: Rainbow Colors**

Sophie Summers walked alone on the bike path on a summer afternoon. She hummed a random tune and kicked pebbles as far as she could as she took her stroll.

It was Friday, the 7th of June, a day right after school let out. It was sticky and hot out in New Cleveland, Ohio. Birds and crickets filled the air with noise. She was planning to have a wonderful afternoon alone, and no one was going to ruin it.

"It's summer vacation, and the first thing I'm going to do is be outside and color." she said to herself, already thinking about what she was going to draw that afternoon.

The woods on the side of the path started to get thicker. Sophie began to look for her secret hiding place. When she found a little trail leading down into the trees, she took it down and was careful not to loose her footing.

Dirt got on her rainbow leggings and light up sneakers. The branches of bushes snagged at her aqua tank top. She wore a backpack over her shoulders, which carried her art supplies.

Sophie found a log bench and sat down on it, taking her backpack off.

She sat still for a few moments trying to enjoy the summer heat and took a drink of water from her aqua water bottle. Her black braids fell down her shoulders and moved when she looked around at the canopy.

Her mom had been the one to braid her hair, but now her dad did. She missed her mom terribly ever since she passed away two months ago. Nothing was the same now. Her dad had to work more and she had to deal with being alone most of the time. She didn't have any friends and certainly wasn't going to look for any in the near future. What was the point of having them anyway?

Sophie thought back to the time when she did have a best friend.

Her name was Emily King, who was half-French and half-American and was a little rich snob. Sophie hated her now. It all started on the day that she learned her mom had gotten cancer. Emily began to bully her, and found two new friends to help her. As if Sophie wasn't in enough emotional trouble they made it worse. She hated all three of them with every fiber of her being.

It was difficult to move on from loosing her mom. She missed her every day.

While her dad wasn't around much, when he was, he would try and make sure he knew her feelings. As a result of her mom passing, she got a light gray kitten named Cloudy a few weeks later. The kitten helped a little, but she wasn't able to replace her mom. At least Sophie didn't feel so alone anymore…

She put away her water bottle and pulled out her drawing pad and crayons. She looked at her previous drawings. She had stopped drawing four months ago as her mom's illness had gotten worse. Her last drawing was of a girl hunched over in the rain. That was certainly how she had felt then.

Sighing, Sophie flipped the page and started to choose her crayon. Then she looked up at the sky through the trees, and easily imagined a cloudy paradise.

She put on her headphones and selected some classical music on her iPod, and started drawing. Colors blossomed onto the page as she drew clouds and rainbows.

Meanwhile, up in Care-a-lot, Wish Bear and Cheer Bear arrived at the Care-a-lot castle looking for an important book that could help them. They had to hurry, as Care-a-lot was in trouble.

They rushed up the stairs to the attic.

The points on the Caring Meter were dropping and almost at an all time low. No matter how many caring missions they all went on, the points only seemed to keep dropping. What was going on?

"I hope we find that book soon." Wish told Cheer.

"Me too." she replied.

Wish sighed with frustration as she searched through yet another box with no luck.

"This old room could really use some serious cleaning up." she said, waving her paw in front of her nose. It was dusty and cobwebs were hanging on the ceiling. She sneezed.

"Excuse you. And yeah. I wonder if there was an easier and quicker way to look for that book." Cheer nodded.

Wish closed her eyes and made a wish. _I wish to know where the book Tenderheart wants is located._

Her symbol glowed brightly and sparkled. When it stopped, a glow emerged from one of the boxes at the far end of the attic.

They both moved the boxes out of the way and got over to the box that was glowing. Together they opened it and discovered a lot of unique antiques, probably gathered by True Heart and Noble Heart. At the very bottom Cheer picked up the book.

It was a beautiful book with a rainbow cover and a fancy gold crown.

"The Legend of the Queen of Care-a-lot." Cheer read the title.

"It sounds like a good book, if you ask me." Wish said smiling, "Well, let's go get this book to Tenderheart."

Cheer nodded and said, "You know, I'm not sure why Tenderheart kept it up here instead of in the bookshelf in the Hall of Hearts."

"Have you seen that shelf lately? It's pretty full."

"Hmm."

"Oh… that reminds me. I have heard of the legend before. I think that the Queen created Care-a-lot or something. Before True Heart and Noble Heart found it."

"You know about it more than I do." Cheer said.

They just skimmed through the book leisurely for a moment. They were certain since it was important enough, Tenderheart would hold a meeting about it for everyone to hear.

They left the room with the book and headed back to the Hall of Hearts.

Tenderheart was in the rainbow rescue beam room looking at the computer screens with a worried look on his face. A red light was blinking. It showed a little half Native-American girl's face with dark brown eyes, and black hair in two braids, and next to it was her name: Sophie Summers. Five black dots were coming in closer to her, which obviously didn't mean anything good.

"We brought you the book!" Cheer said happily and put the book in Tenderheart's paws.

"Thank you, Cheer. It's just the one I needed. I'm glad it was still around… oh dear…" he looked up at the screen again.

"What is it, Tenderheart?" Wish asked.

"A girl named Sophie is in trouble!"

Back in the forest down on earth, a girl with purple and green hair, and an odd troll rudely interrupted Sophie. Quickly she found out they were Beastly and Shreeky. Shreeky ripped the paper away from her instantly getting her attention.

Sophie took off her headphones and shouted, "Hey! What was that for?"

"Now we have your attention." Shreeky laughed.

Sophie scoffed.

"Give that back! And what do you want?" She asked, still trying to get her drawing pad and crayons back from Beastly.

"Glad you asked." Shreeky said, "We want you to come with us. Help us out."

"I don't know why you think I would want to help you, even after you stole my stuff. I came out here to enjoy this nice afternoon by myself—"

"No one cares about what you were doing. This weather is bad! I hate it! It's hot and yucky!" Beastly complained, destroying her drawing pad and eating her crayons. Shreeky nodded in approval.

"No!" Sophie felt herself wanting to cry. Why did he have to take his anger out on her things?

These two were no better than Emily, Vera, and Tanya. The instant she made that connection, she made up her mind.

"I'm not _ever_ going to help you." she said, disliking them in that very moment.

Shreeky grabbed her wrist and said, "Oh yes you are — and whether you like it or not!"

Shreeky's hand was cold and clammy, and Sophie shouted for help.

"Help me! I'm being kidnapped!"

"Shut up!" Shreeky yelled louder.

Sophie didn't listen to her. Beastly tried to steal her backpack and her iPod, but she wasn't going to let him get away.

"Keep your hands off my stuff! And would you leave me alone!" she yelled.

She snatched grabbed her backpack and iPod back before he tried to scale a tree. Sophie knew there wasn't any hope for her sketchpad or crayons that Beastly ate, and decided her afternoon plans were canceled.

"I'm going home. It was a mistake to come out here anyway." she said.

Sophie ran up the steep side of the hill and reached the bike path.

And as if her afternoon couldn't get any worse, there were three girls riding their bikes down the path. And they weren't just any three girls. They were Emily, Tanya and Vera. And they spotted her. They were already too close for her liking.

"Oh no." she knew she was in serious trouble. Running away wouldn't help. There wasn't a chance of her walking past them without them noticing her. She was trapped. Fear rocked through her like a concert that she didn't want to be at.

Believe it or not, but Emily used to be her **_best_** friend once upon a time. _They would go over to each other's houses and play all kinds of games, from playing with dollhouses, coloring contests, to watching movies. Emily even liked the Care Bears back then, too. Sophie loved them. But she had to hide her interest for them when things got worse later on. Sometimes Emily got a bit bossy, but Sophie never complained._

 _Then one day – it was the day her mom went into the hospital - when they were coming home from school together, Sophie took off her backpack to get something out. But she never got the chance. For some reason, Emily swiped Sophie's backpack away and put it on her shoulders as if it were her own._

 _"_ _Hey, give that back!" Sophie said._

 _She tried to reach for the backpack, but since Sophie was shorter, she had a hard time. She jumped up and reach for the strap, but touched Emily's chest on accident._

 _"_ _Don't touch me!" she hissed, and started to speed up towards her home._

 _"_ _Then give my backpack to me!" Sophie cried, trying to get it from her friend. Sophie jumped up to get it again, but something terrible happened. Emily pushed Sophie down to the road. And she dropped Sophie's backpack too. Sophie was hurt – she had scrapes and bruises. She was a different person when she stood up._

 _Sophie picked up her backpack and ran home crying. Her dad hugged her, and told Sophie that she should send an e-mail to Emily's parents as well as Emily, asking for an apology._

 _So she did. But Emily never said sorry. That was all she wanted._

 _Sophie then made the mistake of teasing Emily through e-mails. She didn't tell her dad. Emily begged her to stop, but she wasn't going to until she said sorry. That was the moment that their friendship died._

 _That day, Sophie's mother was diagnosed with cancer. Her dad told her the news after she told him what happened on her way home from school. They went straight to the hospital._

 _In the following days, whenever Sophie was at school, Emily picked on her, taunted her, did mean things to her, even stole her notebooks and pencils and wrote rude things on her desk. One time Emily even destroyed Sophie's English text book. Sophie stopped teasing Emily, realizing that she was never going to say sorry, but Emily never stopped bullying her._

 _And all she wanted was for Emily to say sorry._

If only there was someone out there who could help her.


	2. Chapter 2: Friends Who Care

**Chapter 2: Friends Who Care**

Emily, Tanya, and Vera approached Sophie on their bikes. Sophie gulped and her hands were starting to shake. Instinctively she clenched her fists and stood her ground. She had faced worse things before and made it through. She wasn't going to be so easily bullied this time by her worst enemies.

They stopped and got of their bikes a few feet away.

Emily was the first one to speak, "You're the one who called for help? I can't believe I didn't recognize your ugly voice."

"Ew, it's Sophie Summers." Tanya sneered.

Vera taunted, "I wonder how easy it will be to make her cry."

"Shut up. You'll regret anything you do to me." she said, trying to scare them away.

Sophie clutched her backpack straps closer to her. She wasn't going to let them touch her. If anything, she would be prepared to make a run for it. The last she was going to do was cry in front of them.

Emily dropped her bike and the other girls followed her lead. Emily was wearing a purple and pink athletic outfit, and she had the ends of her long, curly blond hair died horrible neon pink. She smelled of perfume that just made Sophie want to stay as far away from her as possible. Emily's blue eyes glared hatefully at Sophie. Emily had pink eyeshadow, which Sophie hated even more.

Vera was wearing a green top with purple bottoms and flip-flops. In her short black hair was a streak of green. She wore a serious expression and crossed her arms. Vera's green eyes showed no emotion, and watched her like a hawk. She had on green eyeshadow.

And Tanya had her black hair up in a bun and had a purple streak in her hair. She even wore a sparkly headband. Her skin was darker than Sophie's (Tanya was African American). She wore a pink blouse with green leggings and flats. She definitely liked glitter, for the makeup above her light brown eyes was sparkly too. She fiddled with her pink glasses.

"Forget it. There's no way I'm going to help you from whatever you were yelling about earlier." Emily said.

Sophie gritted her teeth, and was beyond furious.

"I didn't want your help anyway." Sophie snapped.

Emily was now nose-to-nose with her, and she shoved Sophie in the chest, sending her tumbling backwards.

She stumbled but didn't fall.

"Leave me alone." she said, "I'm not afraid of you."

"What a big joke. No one is coming to help you. I can do whatever I want to you. You think the Care Bears will help you or something? You're so wrong." Emily said.

"Yeah. And what's in your backpack?" said Vera.

"Nothing." she clutched it tighter, wishing she hadn't brought it with her. This afternoon was just getting worse with each passing second.

"Liar." said Tanya.

Then Beastly and Shreeky made an appearance. Sophie felt herself trembling.

"Hey you! Three girls, why don't you give Sophie a taste of Hawaiian punch?" Shreeky laughed.

"Yeah! Make it a party!" Beastly laughed.

"Just what I was thinking." Emily cracked her knuckles.

Sophie put her arms over her face instantly as Emily raised her fist. As she was about to deliver the blow, a beam of aqua light hit Emily.

"Don't you hurt her!" said a new voice.

Sophie turned and looked to the left on the side of the path, and saw an aqua bear with a shooting star on her belly. Beside her was a yellow bear with a sun on his tummy, and a pink bear with a rainbow on her belly. They all stood holding paws and their bellies were puffed out.

"If you even think about hurting Sophie's feelings again, you'll have to go through us!" they said together.

"Ugh - you Care Bears always ruin everything!" Shreeky complained.

"Hey, Shreeky, I have an idea!"

"What is it, fur ball?"

"Why don't we take Emily, Tanya, and Vera to No Heart?"

Shreeky laughed and said, "I have a better idea! Let's take Emily, Tanya, and Vera to No Heart!"

Shreeky and Beastly grabbed the three bullies. They didn't seem to mind.

"Yeah!" said Emily.

"Wait, who's No Heart?" asked Vera.

"You'll meet him in a flash. And you'll love his place!" Shreeky promised.

"No, wait!" Cheer said, "Don't go with them!"

Funshine added, "It's a trap!"

But before they could say anything else to change their minds, Beastly, Shreeky, Emily, Tanya, and Vera were on their way to No Heart's castle.

"You're the Care Bears?" Sophie looked at them.

The three bears came over to Sophie with sad smiles. They tried to comfort her by holding her hand, but she yanked her hands away and kept the space between them. She didn't want to get anywhere near them. If they wanted to be her friends, they would only hurt her later.

"We're the Care Bears. We care about you, and that's why we came to rescue you. We want to be your friends."

"Well, um, thank you, I guess. But I really have to get home… and I don't want any friends. All they do is hurt you."

She didn't want to be outside anymore. She was starting to walk away when she heard a strange buzzing noise from one of the Care Bears.

"Huh, what's that?" Cheer asked, and Wish was poking at her watch.

"Care-a-lot's in trouble!" Wish said.

"What are the details?" Funshine tried getting in closer.

While they were chatting away, Sophie began walking towards home. Besides, she wasn't sure how to thank them.

She was just a few yards away when she heard her name being called.

"Sophie!" Wish Bear said, and the Care Bears were running towards her, "Sophie, wait up!"

She stopped and said, "What is it?"

"We have to go back to Care-a-lot. Tenderheart is holding a meeting." Funshine said, and Cheer and Wish Bear nodded, "Would you like to come with us?"

She shook her head.

"Come on. You'll love it. After the meeting we can have some fun!" Funshine promised.

Wish giggled.

"Sorry, but I just can't."

Sophie started to walk home again, but the Care Bears wouldn't leave her alone.

"Sophie, we understand that you lost your mom and your best friend was Emily. We're really sorry."

"Oh yeah, you really care about me, don't you. Then where were you when I needed you most? And I bet you don't even care about my mom! Where were you when Emily pushed me down the first time?" she shouted.

The Care Bears glanced at each other, nervous.

"That's not true, Sophie." Wish said.

With tears in her eyes, she ran home. The Care Bears followed after her. She dropped to her knees on the grass once she got home.

"We care so much about you, more than you can understand. We know all about feelings, even the dark and sad ones. We know what happened between you and Emily. It can be fixed." Wish said putting a comforting paw on Sophie's shoulder, "If you need help, we'll be here. Always. Look, why don't you just come to Care-a-lot for the afternoon and see if you like it?"

She sighed, giving up arguing with them. They really wanted her to come along for some reason. "Okay, I guess. I just have to ask my dad."

"That's a step!" Cheer said happily.

"You'll love Care-a-lot, Sophie." said Funshine.

She wiped the tears from her eyes. Then her pet gray tabby kitten named Cloudy came out from behind the tree, and Sophie introduced them to her.

"Aww, she's adorable!" Cheer said, petting her. All three of them took turns petting the kitty. For a moment Sophie felt like she had friends.

Her dad pulled into the driveway in a blue Honda Civic. He was wearing a business suit, and carried a brief case and a cup of coffee.

"Dad! You're back. Um… can I go somewhere this afternoon?" she asked.

"Where's somewhere?" he replied, giving her a hug. He noticed the Care Bears, and gave them a long, hard look.

"Um, oh… Care-a-lot."

"Hmm. You know, that name rings a bell. I think your mother worked for a card company with bear characters who lived in a cloudy place with that name."

"That's where we live!" Cheer exclaimed, gasping.

"Well, it's a small world after all. Of course, Sophie, you may go."

"Really? Thank you." she said.

"Oh Sophie, how did your afternoon go?"

"Well… you wouldn't believe it, but Emily bullied me again. But then the Care Bears saved me."

He smiled.

They went into the blue ranch house. Sophie showed them to her room. It was blue and cloud-clipped, and with rainbow accents, and looked a lot like Care-a-lot. Sophie didn't even realize it. She began to pack up as the Care Bears looked around her room, admiring the details. Cheer played with the kitten who had come inside.

Wish said, "Your room really looks like Care-a-lot, Sophie."

"It does? Well, my mom painted it, so that's probably why."

Then Sophie was ready. She pulled a rainbow and starry backpack over her shoulders.

"All ready. I packed a lot extra in case I changed my mind and decided to stay a while."

"That's rainbow-tastic!" Cheer said, clapping.

"Maybe you can stay the whole summer!" Funshine suggested with wide eyes.

"Maybe." Sophie said, shrugging.

They all said goodbye to Sophie's father who was on the computer. He gave Sophie a quick hug and let her go.

The four of them hopped into the cloud car that was waiting outside, and jumped in. Wish and Sophie were sitting in the front, with Wish Bear at the wheel.

"Ready to go to Care-a-lot?"

"Sure." she smiled.

"That's better than a no." Cheer smiled, and they laughed.


	3. Chapter 3: Care-a-lot

**Chapter 3: Care-a-lot**

They broke through a layer of clouds, and the magical land of Care-a-lot spread out before them. Seeing Care-a-lot was the most magical feeling and it warmed Sophie's heart. It was beautiful and even more so. The sun was gleaming down from a blue sky dotted with cotton candy clouds.

Wish Bear took the scenic route to the Hall of Hearts, to let Sophie have a bird's-eye view of all of Care-a-lot. Then they landed on the rainbow path in front of the Hall of Hearts in the center of Care-a-lot.

"I hope we're not late for the meeting." Cheer said.

"So, what do you think of Care-a-lot, Sophie?" asked Wish Bear.

In that moment she knew she would want to stay for more than one afternoon.

She couldn't hide her excitement when she said, "Um… can I stay for more than one night?"

"Of course!" Funshine gave her a high five.

"I knew you'd like it once you saw it." Wish Bear smiled.

They went inside the Hall of Hearts, where everyone was gathering at the heart-shaped table, chatting about what Tenderheart could've called a meeting for.

Before Wish Bear could have the chance to introduce everyone to Sophie, Tenderheart came out and stood on his chair.

"Thank you every bear for coming, please sit down." he said, and introduced everyone to Sophie.

"Hi Sophie!" they all said together.

"Hi every… every bear." she said, trying to get used to Care-a-lot terminology.

Everyone smiled, with their attention on Sophie.

Then Tenderheart pulled out the book that Wish and Cheer had found earlier – the Legends of Care-a-lot.

"Can I have everyone's attention, please?" he asked.

Everyone looked to Tenderheart.

"Thank you. I called this meeting to order because we need to fix our problem with the Caring Meter dropping points faster than we can go on Caring Missions. And now things are worse now that No Heart has three more girls on his side. Sophie is familiar with them."

"Emily King, Tanya Lopez, and Vera Peterson." she crossed her arms.

"I have a bad feeling that they are going to only cause more trouble from here on out."

Everyone agreed.

"But not to worry, I found something in this book that can help us. And all thanks to Sophie, Care-a-lot can be saved before things get worse."

"Me?"

"Yes. Remember your mom? She had very close connections to Care-a-lot. What you might not know was that she was once the Queen of Care-a-lot."

Sophie gasped. "My mom?"

In that moment she knew that the Care Bears did care about her mom. They had to, if she had been their Queen!

"That's correct. And that means that you Sophie, are the Princess of Care-a-lot, and the next Queen."

She was flabbergasted. "You're joking."

"That's what the book says. We need your help, Sophie. Care-a-lot is in grave danger. Once Care-a-lot is gone, the Care Bears will be gone too, and there can be no more caring in the world." he said sadly.

Sophie looked at Tenderheart, still unable to believe that she was the one who could help save Care-a-lot.

"Will you help us, Sophie?" Baby Hugs asked.

She closed her eyes and took a deep breath. She had only just gotten to Care-a-lot, let alone hardly knew the Care Bears. But she did know that they were her friends, and she couldn't push them down. That had been done to her, and she would never do that to her new friends.

When she opened her eyes all the Care Bears were waiting for her answer.

Sophie answered, "Yes. I'll help save Care-a-lot."

Everyone cheered.

"Thank you, Sophie!" Wish said.

"You're welcome, Wish Bear."

Tenderheart smiled and got everyone's attention again by tapping a judge's hammer on a heart-shaped pad again. It made a squeaky noise, and Tenderheart looked directly at Funshine.

"Funshine, not again!" Tenderheart said, "This is a serious meeting!"

"Hehe, sorry… I just couldn't help myself!" Funshine said giggling, and gave Tenderheart back the real hammer.

"Now that we have Sophie, there is some help that Care-a-lot can be saved. And Sophie since you are going to help us, there is one thing you must do before you can help us. It's time to take a test!"

"What?" she gawked and looked at Wish Bear for answers.

"It's a caring test." Wish explained.

"Oh."

"Come to the rainbow rescue beam room, and Grumpy and I will get the tester set up."

Everyone got up, as the meeting was over, but they all went to the rainbow rescue beam room. From the side of the room Grumpy pulled out a caring tester that looked like a blood pressure checker at a hospital.

"Are you sure this is for a _caring_ test, and not a doctor's checkup?" she asked.

"You'll pass with flying colors." Cheer said with a big smile.

"Yeah, don't worry." Funshine said.

"Well if you insist…" she sat down in the chair, and put her arm in the sleeve.

"Ready?" Grumpy asked, looking over the computer portion of the machine. There was a monitor on the other side that Sophie couldn't see.

"I guess." she gulped nervously.

The sleeve pressed down on her arm, hurting her a little. But she had gotten her blood pressure done before so she didn't complain.

"Hmm…" Grumpy said, "Something's not right."

"What's the matter?" Tenderheart asked.

"Her score is zero, which is impossible."

Sophie felt sick to her stomach. She looked to Wish Bear, who shrugged.

"Try it again."

"Ok, here goes." Grumpy said, and the sleeve closed down on her arm again.

Sophie took a deep breath to try and calm herself. All the Care Bears waited eagerly for Sophie's test results. She closed her eyes, and imagined that she was hugging her mom.

"And there we have it. Ready to hear your results, Sophie?"

She opened her eyes, and nodded.

"You'll do fine, I'm certain." Wish said.

"Okay. Here are the results. Sophie's current level of caring is at 89%. Which is good, considering most Care Bears score around the high 90's. So there is room for improvement. However…" Tenderheart gasped.

"Her caring potential level is off the charts! I've never seen numbers like these, not even for a Care Bear." Grumpy finished.

"What? How is that possible?" Sophie asked.

"It's because you're not perfect, but have lots of room in your heart to grow and learn to care." Cheer explained.

"That's good." Sophie nodded.

Grumpy helped Sophie get her arm out of the sleeve, and since she had passed the caring test, Tenderheart came up to her holding something.

"Sophie, I want to give you something."

"What is it?" she asked.

In his paws was a beautiful star shaped necklace, outlined with rainbows and clouds, and speckled with little ruby hearts on the edges. It was a very beautiful necklace.

"It's so pretty." Sophie said, admiring it.

"It's not just for looks. This necklace holds your caring power. It's like your very own Care Bear symbol, and you can use the Care Bear Stare against your enemies, but you must use your own caring power." Tenderheart explained.

"Wow!" she said as he placed it in her hand, "Thank you Tenderheart."

Wish Bear helped her put it on after she admired it.

"It looks lovely on you, sweetie." Love-a-lot said.

Sophie smiled.

"Now, how about a _real_ tour of Care-a-lot?" Wish said.

"Yeah!"

"She's gotta know the place that she's going to save." Funshine added.

Everyone agreed.

First was a tour of the Hall of Hearts. Wish Bear, Cheer and Funshine lead the tour while the other bears went off on their Caring Missions. Tenderheart, Grams, Share, and the Cubs stayed behind. Share started to help Grams with dinner. The cubs were playing a game on the living room floor with cards. Tenderheart stayed in the rainbow rescue beam room, and made sure the beam was in perfect working order.

Sophie loved visiting Wish Bear's room. She had a bunk bed, for the purpose of having guests like Sophie over. Her room was aqua and space themed. Her ceiling was decorated with glimmering stars, and there wasn't a thing in her room that wasn't shaped like a star. She even had a starry plush that she slept with to remind her of her best friend Twinkers the wishing star buddy.

"I love your room!" Sophie said.

"Thank you. And you'll be sleeping on the top bunk tonight." she smiled.

"Yay!"

"Now on to my room, come on let's go, let's go!" Cheer said, jumping up and down with joy.

She took Sophie by the hand and whisked her to her rainbow-themed room. Wish and Funshine rushed after them holding each other's paws.

"Wow!" Sophie said.

Cheer's room was all pink and rainbow, and it even had a mini art studio by the window. She had quite a lot of roller skates and pom-poms in every color of the rainbow. Cheer jumped on her bed while Sophie looked around.

"So do you like it?"

"Yes! It's so colorful."

"I love rainbows!" Cheer exclaimed, and squealed with excitement.

Next they moved on to Funshine's room. His was sunny and bright, and it even had a skylight. Lots of items were solar powered, like his alarm clock. His bed was yellow and round, like a sun. Not to mention he had a flat screen TV and plenty of gaming councils plugged into the walls. His collection of games was incredible too, it was stacked from floor to ceiling.

"The fun starts here!" Funshine said, "I'm never bored in here."

"I can imagine!" Sophie giggled.

They visited the rest of the Bear's rooms. Then they stopped by the kitchen. After that it was time to go outside in the backyard.

In the distance Sophie saw the Moody Mountains, which were purple and blue.

"In the biggest mountain over there is the Care-o-mine, where our most precious resource of Caring Crystals is mined." Wish told Sophie.

"It sounds pretty." Sophie said.

On the porch was a grill, and a family sized table with plenty of rainbow-colored chairs. There was enough to fit more than thirty hungry guests!

In the backyard there was a swing set, a pool, volleyball net, and a fountain. There were rainbow colored trees surrounding the property line. The sun was beginning to sink into the late afternoon. Birds flew and sang their pretty songs.

They went to the left side of the yard and spotted the Rainbow River a few paces away. Beyond the river was the Forest of Feelings where the Care Bear Cousins lived. There were so many beautiful rainbow trees that Sophie thought she was looking at a painting.

"Wow! It's so pretty."

"Yes it is. And you'll get to visit it, I'm certain." Cheer said.

"I can't wait!" Sophie said.

Wish smiled and said, "Now that we've just showed you the grounds of the Hall of Hearts, let's go hop in the cloud car for a grand tour of all of Care-a-lot!"

"Yeah! Road trip!" Funshine said excitedly.

Together the four of them went to a circle next to the Hall of Hearts. Wish simply whispered into a random star buddy's ear, and then that Star buddy went and fetched a heart buddy. Together they swirled around each other and a cloud car poofed into existence.

"That's cool!" Sophie commented.

"Yeah! Now let's get in. First stop, the Care-a-lot Castle." Wish said.

Everyone climbed in, and off they went.

They drove over the Forest of Feelings. In the center there was a huge rainbow-colored tree that flickered with color. That was the main tree of the Forest, which was like the Cousin's meeting hall, just like the Hall of Hearts. Instead it was the Tree of Feelings.

Wish drove them over to the Castle but they didn't land. They were up high in the air, close to the birds.

"There's the castle." Wish said, "It's very pretty."

"Yes it is. Will I get to go inside sometime?"

"Hopefully soon. This is just a quick look." Wish said.

Cheer and Funshine were chatting in the back seat about one of Funshine's games. He was talking about a scary final boss.

Then they flew all around Care-a-lot. The sun began to set as they headed over the Rainbow Town, the Caring Farms, and got a glimpse of the National Space Center. Then they hurried to catch a glimpse of the Rainbow Capital City, which was aglow with golden sunlight. Then they flew back to the Hall of Hearts, just in time for dinner.

Sophie and Wish Bear got their food of pizza and soup.

"So, what was your favorite part of the tour?" Wish asked.

"Seeing your room!" Sophie said, which got both of them giggling.

At dinner everyone was chatting but Sophie noticed that a lot of the Bears were worried and seemed beat down. She took another bite of delicious supreme pizza.

"Well it really seems like we have a problem. I've never failed a mission before." Good Luck Bear said, almost in tears.

He was sitting next to them and he hadn't even touched his pizza or soup.

"It's okay, Good Luck Bear." Sophie tried to comfort him.

"It's really not. Care-a-lot… Care-a-lot really needs help." he said, "Care-a-lot needs you."

Sophie was full now. She got Tenderheart's attention.

"Yes, Sophie?"

"What do I have to do to become the Queen of Care-a-lot?"

Everyone became quiet.

"Well, I'm glad you asked. There are three objects you must find… they have been scattered over Care-a-lot in three locations. But they are lost so I'm not exactly sure where they are, you see. I only found hints in the book." he said.

"What are the things I hafta find?" she asked leaning in.

"The shield, a staff of caring, and a crown." he answered, "They are very important, just like your caring necklace."

Sophie nodded.

"Also you're going to need friends!" Friend Bear said, "Five humans to be exact."

"What? Aren't all of you enough?" Sophie gawked. She could hardly imagine having one friend, let alone five.

Friend shook her head. "You see Sophie, when your adventure here is over, don't you want to have some friends back home?"

Sophie shook her head.

"No. They'll just push me down."

"Those aren't friends." Friend Bear said.

"Come one everyone, let's lighten up!" Funshine complained.

Tenderheart told him, "Not now, Funshine."

He grumbled and took a bite of pizza.

Tenderheart said, "Friend Bear is right. You need five human friends. That will be our first priority tomorrow. First off, why don't you just get two. Funshine, Cheer, Wish and Friend, you can all help her learn about friendship."


	4. Chapter 4: I Will Care For You

**Chapter 4: I Will Care For You**

After dinner, Sophie went to the living room to relax. She was thinking about her failed friendships with Emily, and how she got bullied by her. The last thing she wanted in the world were friends. What good were they if they just hurt you, and didn't care about you at all?

And where was she going to get five friends? She had a bad feeling that three of them would eventually be Emily, Tanya and Vera.

Wish came and sat down on the couch next to her.

"Are you feeling okay?" she asked.

Sophie sighed and replied, "I… I just I'm not good at making friends. I'm terrible at making friends, actually."

"But we're friends."

"And I hope I'm your friend too!" Cheer said, jumping on the couch.

"You're different. You're caring and kind and all that good stuff. Most kids aren't. Most kids are like Emily, Vera, and Tanya."

Sophie was trembling with anger. She didn't want any friends! And the Care Bears didn't get it.

Then Friend Bear came in and just made it worse.

"You need friends, Sophie." she said.

"No I don't! You don't even understand what they did to me!" she yelled, and stood up.

All of the Bears looked at her in shock.

"I understand. We all understand what you went through. We all know what Emily did to you, and what you did to Emily." Friend and Wish said together.

Sophie shook her head and began to cry. She had hurt Emily, but Emily hurt her first. It was Emily's own fault for not saying sorry. And Sophie couldn't understand why she didn't. It would just take five seconds to say it and mean it.

"Friendships are like riding a bike. If you fall down, you get back up. And if you have friends, they'll lend you a helping paw and heal what's been hurt." Friend Bear said.

Wish Bear rubbed her back.

"You have to forgive Emily, Tanya, and Vera. You can't hold a grudge forever. You have to say sorry first." Wish told her.

"How can I do that? It's impossible! And Emily hurt me first! If she didn't say she hurt me, I wouldn't have… teased her." she just kept getting furious, and slammed her fists on the red heart-shaped couch.

Sophie closed her eyes and tried to calm herself down. It seemed like the Care Bears wanted to help her, but they weren't helping her at all. Sophie didn't like this one bit.

"I want to go home." she said.

"What? But you wanted to stay for more than one night." Wish said, startled and disappointed.

"That was before. I changed my mind. I want to go home."

"And what about Care-a-lot?" Friend brought up, "You're just going to give up on Care-a-lot because you can't make friends?"

Sophie opened her eyes and gulped. Right… she had agreed to save Care-a-lot. What good was turning her back on them now?

Sophie bit her lip. The Care Bears knew everything about caring and friendship. Here she was at the door of the experts and she was turning away their help.

"Can you help me?" she asked, sighing, "I don't even know what friendship is anymore."

Everyone sighed with relief.

"Of course we'll help you." Friend Bear said, hugging her warmly, and Sophie hugged her back.

"I'm sorry I yelled at you all…" she looked down at her light up shoes.

"Everyone has feelings, Sophie. Good and bad feelings. Don't worry. We'll help you." Wish told her.

"For now let's just start off with something easy." Friend Bear said.

"Yeah! We'll tell you what friendship _is_." Funshine Bear said, winking. Everyone hugged Sophie all at once.

"Friendship is finding someone who cares about you, when you're happy and when you're sad, and who is there for you during the good times and the bad!" Cheer said.

"Friendship is finding someone you can trust and be yourself around and have fun with, but also be serious to." Funshine said.

Friend Bear nodded. Everyone was still hugging her, and she didn't mind it one bit.

"Friendship is always being able to tell the truth and not have to keep secrets."

"Friendship is supportive, kind, and not forced." Wish Bear said.

Sophie smiled.

"Thank you." She replied, with a yawn.

"Looks like someone's tired." Wish said.

"Am not!" she replied, "I want to be friends with you Wish Bear, Cheer, Funshine and Friend!"

"Really?"

"I mean it with all my heart!" she said.

When she did, her necklace flickered with light and began to glow.

"Wow! What's that?" she asked.

"Your first ounce of caring energy." Wish said with a smile.

"Yay!" Sophie cheered.

Since everyone was in a happy mood, Funshine added some more light to the atmosphere.

"Hey, I have an idea. Let's play a game." Funshine said.

"Yeah, okay!" Sophie said.

Together the Care Bears and Sophie played a game of hide and seek inside, and everyone was welcome to play. The Cubs instantly joined in. It lasted for about an hour since there were a lot of places to hide in the Hall of Hearts. By then, Sophie was getting a bit tired.

There was still a little bit of time before bed, so they popped in a movie.

After the movie of the Care Bears going on their adventures, Sophie was ready to go to bed. So were the rest of the Care Bears. They had a busy day tomorrow, and for one thing, Sophie was looking forward to making some friends.

Wish Bear took her by the hand and led her upstairs. They brushed their teeth together and Wish went and got Sophie's bed ready while she got her PJs on, which were light aqua and dotted with clouds and stars.

She climbed into bed in Wish Bear's room.

After a few moments, she realized she couldn't fall asleep. And she was cold.

"Hey Wish Bear, are you still up?"

"Huh? Oh, yeah. What is it?"

"Is there enough room on that bottom bunk for two?" she asked, and climbed down the ladder.

"Of course there is." Wish said and scooted over.

Sophie got under the covers and Wish Bear held her paw.

"Don't forget to make a wish." she said with a sleepy smile.

Sophie closed her eyes and made the wish. She didn't even have to think twice about what she wanted.

Tomorrow she wanted to make some friends!

"Good night." Sophie said. Somehow she had a feeling that Wish Bear already knew what she wanted to wish for.

"Sweet dreams." Wish said and together they fell asleep.

Sophie ate breakfast with the Care Bears. She was still in her cozy pajamas. As she nibbled on her pancake and strawberries, she wondered what her new friends were going to be like.

"Did you sleep good last night?" Wish asked.

"It was like sleeping on a cloud!" Sophie said, yawning, "And I think I had a dream where I was a Care Bear!"

Bedtime and Friend Bear laughed.

Breakfast was pleasant and happy. Sophie enjoyed her pancakes, eggs, fruit, and bacon. Soon after, Sophie cleaned up her dishes and then went to get dressed. Wish Bear then helped her braid her hair. Now her little hair ties had yellow stars on them.

"Ready to go make some friends?" Wish asked.

"You bet I am." Sophie smiled and hugged Wish Bear.

The two went downstairs and got ready to go. They went to the rainbow rescue beam room where Cheer, Friend and Funshine were. Those three were talking with Tenderheart about something.

"What's the matter?" Sophie asked.

"Well it looks like we've found two people who could be your friends, Sophie. But they need help! And what's worse is that Emily is behind this mess. She's trying to convince them to join her. Look at this…" Tenderheart said.

On the screen they pulled up a live video of kids at a park. There were other kids at the park too, enjoying themselves and completely ignoring the girl who was being bullied. Sophie gasped. Emily was bullying a girl with curly orange hair and she was wearing a pink tie-dye shirt.

"You leave her alone!" Sophie said, raising her fist, even though Emily wouldn't be able to hear Sophie.

"Hold on. Don't get too angry, please." Tenderheart said, trying to calm Sophie.

"You won't regret your decision to come join me." Emily said .

In the distance Sophie spotted Vera and Tanya, but they were sitting on a bench, talking and drinking soda.

"No, I don't want to!" protested the girl named April, "Go away!"

She was about to throw a tantrum. Then Emily called over Tanya and Vera.

"We could use someone like you on our side." Emily insisted, noticing April's anger was growing.

"Would you go away? I already told you I don't want to! No means no." she stood up.

Things only got worse from there on out.

"Let's go before things get any worse!" Funshine said.

"Yes." Tenderheart nodded.

Funshine, Wish, Cheer, Friend and Sophie all rushed out to the cloud car and jumped in. It was time to go save April.

They arrived at the same park and all hid behind a bush, watching through the branches.

"I'm giving you one more chance. And then you're coming with us whether you like it or not. No Heart expects us to get more forces!"

"No Heart? Who's that?" April asked.

"He's our boss. Now don't you want to meet him?"

"Not really." April shook her head, "He sounds mean."

"Well that's true." Cheer said, knowing that April's heart was good and filled with caring.

"Let's go now, before they brainwash her!" Sophie said.

The Care Bears didn't stop her. Sophie jumped out from behind the bushes and came up to Emily and tapped her shoulder.

"Not now, I'm busy, Tanya!" she said.

"I'm not Tanya." Sophie replied, crossing her arms, and tapping her foot impatiently.

Emily turned around. Tanya and Vera had scooted away from Sophie, simply because they didn't like her. Emily gasped.

"You, what are you doing here, interfering with my recruiting?" she shouted, pointing at Sophie.

"Hurry, come with me, April!" Cheer said waving, and the rest of the Care Bears stepped out of the bushes.

"Okay!"

The two of them instantly connected with each other. They ran so Emily wouldn't be able to get her.

"I'm here to stop you from hurting April. You already have hurt too many people."

"What makes you think you can stop me?" she laughed, stomping her foot like Sophie had told a hilarious joke.

By now April had ran away and Cheer Bear was holding her hand. They were a few paces away so they could still hear them. Wish, Funshine and Friend stood by Sophie.

"Because I care about April, and you don't."

"How? You don't even know her!"

"I know what it's like to be hurt, especially by you." Sophie's voice was cold.

Emily crossed her arms, with a scowl on her face. Sophie then decided it was time to test out her caring necklace.

"Go away now, and leave April alone." she said, "Or I'll use this."

"What is that ugly thing anyway?"

"If you really want to find out…" Sophie said, cocking her head.

The Care Bears stood in front of Sophie and pointed to their bellies. Emily instantly got the picture.

"You're joking. Right?"

Sophie shook her head and said, "I care! I care! I care!"

This activated the necklace, and a beautiful light shot out and just scraped by Emily. Emily was flabbergasted, and hid behind a slide.

"Aah! Okay, you're not joking! Tanya and Vera, let's get out of here!"

Emily, Tanya and Vera all ran to each other, and then looked up into the sky and saw Shreeky and Beastly. They dove down on their bike, picked them up, and zoomed off to No Heart's castle.

Sophie sighed with relief.

"Well, I'm glad they're gone." Sophie said to Wish Bear.

"Me, too."

Then they went to Cheer and April. Cheer was giving April a hug.

"Are you okay?" Sophie asked.

"I'm fine now, thanks to you. You saved me." April smiled and wiped some tears away.

"You're welcome. Emily hurt me before, so I didn't want her to do that to you."

"You're really kind."

Sophie nodded.

Then Friend nudged her, and whispered in her ear.

"Ask her to be your friend!"

Sophie nodded, though she was really scared. April waved goodbye and decided she was going home. Besides, she had enough entertainment at the park.

"April, wait!" Sophie called and rushed after her, "Um… would you like to be my friend?"

April turned around and thought for a moment.

"You know, yes I would, actually."

"Really?" Sophie couldn't believe it was that easy to make friends. She looked at Friend Bear, who nodded.

"Of course!" April said.

Sophie didn't know what to do next, but decided that a handshake wouldn't be a bad idea. They shook hands and smiled.

"So what should we do?" asked April.

"Well, how about you come to Care-a-lot with me?" she suggested.

"It's where we live!" Cheer added.

April decided in an instant and said, "Okay! Let's go."

"We should've brought two cloud cars with us!" Funshine grumbled, as they went back to their cloud car, which was a little too small.

"No worries, I've got this under control." Wish said, cracking her knuckles, and wished for her own two-seater rainbow roller.

Funshine Bear and Friend Bear hopped in the rainbow roller. Then Cheer, April, Wish and Sophie hopped into the cloud car, and together they took off to Care-a-lot.

In Care-a-lot, the Care Bears gave April a quick tour before they went to the Hall of Hearts. Tenderheart was waiting for April at the door, and they went inside.

"There's one thing you need to do before we do anything else." Tenderheart said, and showed her to the Caring Tester.

"What is that?" April asked worriedly.

"It's the caring test. Don't worry, I took it and did just fine. You will too. And after, Tenderheart has something to give you!" she smiled.

April sat down in the seat and put her arm in the sleeve, just like Sophie had.

"Ready?" asked Tenderheart as he started up the machine with Funshine Bear.

"Sure, though I didn't study."

"Don't worry. This is just to see how caring you are."

April looked to Sophie who smiled.

A few seconds later, April got her results.

"Wow! She got a 91%. That's pretty shining." Funshine said enthusiastically with a big smile.

"Really?" April said.

"You scored higher than me." Sophie told her, "I got an 89%."

"That's not bad."

"No it's not. And April, your caring potential is great, too. The same as Sophie's – off the charts!" Tenderheart said.

"What's a caring potential?"

"How much caring you can have."

Cheer helped April out of the caring tester, and then Tenderheart pulled out April's caring necklace.

"This is where your caring energy is stored. It's like your personal Care Bear symbol. The more you care, the more energy is inside it. To activate it you just say _I Care_ three times. It works like our Care Bear stare." he said, giving it to her.

"Wow, thank you! It's gorgeous."

April's was a rainbow necklace with hearts speckled on it. The rainbow was sitting on top of some puffy clouds, and was very sparkly.

"It's so pretty." Sophie said, "This is mine."

"Yours is pretty too!" April complimented.

"Well, why don't you two go and have some fun at the Care-a-lot park with Cheer and Wish Bear?" Tenderheart said, "Funshine and Friend, I need you two to go on a mission."

"Okay." Funshine and Friend said.

"Tenderheart!" Baby Hugs came rushing in the room before anyone could leave.

"What is it, Hugs?"

"The Caring Meter! It went **up** two whole points!" she cheered.

"Now I wonder who could've done that." Cheer said, "Thank you, April!"

"Me?"

"Yes, you!" Cheer said. Tenderheart nodded.

The four of the girls decided to start off with a game of tag, and ran all the way to the park.


	5. Chapter 5: It's Good To Have Friends

**Chapter 5: It's Good To Have Friends**

Sophie was just beginning to understand how fun it was to have friends again, and that was just what the Care Bears wanted.

Sophie and April were playing on the swings, having a contest to see who could go higher. They were both swinging up fairly high and having a good time. Both of them were laughing.

"See Sophie, isn't having a friend something that makes you want to cheer?" Cheer Bear said, and did a little cheer, "F-R-I-E-N-D-S!"

Everyone giggled.

"Yeah! Actually, having friends isn't that bad."

"That's the spirit. Say, you know what's better than one friend?"  
"What?" Sophie and April asked.

"Two friends!" Cheer answered, holding up two fingers.

"Two friends?" Sophie gulped, and stopped swinging.

"What's the matter?" Wish asked.

"I'm already friends with April now, isn't one friend enough?"

Wish and Cheer looked at each other quizzically, and then back to Sophie.

"You see Sophie, the more friends you have, the stronger you'll be against Emily." Wish said.

Sophie looked up to the sky and admitted to herself that Wish was right.

"Oh. Yeah, she has two friends also." Sophie said, now realizing that two friends would definitely be better.

"If you'd even call those friends." April added in.

Wish said, "Before we find you a new friend, lets spend a little time getting to know April."

"Okay." Sophie nodded.

"What game should we play?" April asked.

"I have an idea! Lava-tag!" Cheer suggested.

"Yeah!" April laughed.

They all had five seconds to run to from the swing set to the slides. The park was filled with toys, like a teeter-totter, another swing set, a few clusters of slides, a merry go round, and a sandbox with rainbow sand.

They played Lava tag for about fifteen minutes, and it was heart racing and exciting.

After a few more games, they went back to the Hall of Hearts and ate lunch together. They all helped Grams make grilled cheese sandwiches and soup for the few Bears who were at the Hall of Hearts. It was just Tenderheart, Baby Hugs, and Tugs who were there. Hugs and Tugs had been taking turns keeping an eye on the Caring Meter, making sure it didn't drop any points. So far it was still the same, at 5 points. Before April came, it was at 3 points, teetering dangerously towards 2.

Everyone enjoyed their lunch together and then they played Apples to Apples JR, which helped Sophie and April get to know each other. Sophie was having a lot of fun with April. Even as she was, she was worried about who her other friend was, and if they would like her as easily as April had.

When the game was over, Tenderheart had to go on a quick mission – to help a boy named Nolan in Akron, Ohio learn about learning about manners. Grams and the cubs stayed behind and watched over the Hall of Hearts.

"That was fun." April said.

Sophie nodded.

Then Cheer and Wish Bear had some more activities planned for them to bond.

"Let's do some teamwork exercises!"

"What?" Sophie asked, confused.

"If you want to be friends, and most importantly, defeat Emily and her sidekicks, then you gotta know how to work together."

"Let's start off with something easy, though. A puzzle!" Cheer said.

They pulled out a beautiful rainbow-colored puzzle of the Care Bears, and started to work on it. It was challenging and Sophie and April almost wanted to give up on it several times. Fortunately, with the help of Wish and Cheer, they got through it within an hour and actually had a fun time.

As they played, Grams and the cubs were tidying up the Hall of Hearts. Once in a while Hugs and Tugs would pop in and put in a piece of the puzzle.

When they were done, Wish said, "See, that wasn't too bad, was it?"

"No!" Sophie smiled, "I think we make a good team, April."

"Yeah, me too!"

They gave each other a high five.

"Okay. How about another fun activity?" Wish said as they took the puzzle apart and put it away.

Sophie and April nodded.

They moved on to drawing, only they had to draw a picture of each other. Since Sophie was an artist, she looked forward to it. Cheer and Wish also did the activity. Sophie and April looked at each other to study each other's features. Sophie noticed that April had amber eyes. She began to draw April's hair, and that was fun since it was curly.

Once their drawings were done, they showed them to each other.

"Now say what you like about the drawing!" Cheer said.

"I like my smile and my eyes." Sophie said, pointing.

"And I love how Sophie drew my hair."

"Very nice. They're both wonderful drawings. And you get to keep them!" Wish said.

In all the times that Sophie had been friends with Emily, she had never gotten a gift.

"Thank you, April." she said and was about to cry.

"You're welcome, Sophie."

"Hey, what's the matter Sophie?" April then asked, putting a hand on her shoulder.

"I've never gotten a gift from a friend before." she explained.

Wish and Cheer hugged her, and then April decided to join the group hug, too. Eventually Sophie got her feelings under control and wiped her tears away.

"What's next?" April asked, scooting as close as she could to Sophie.

"Oh I got it! Let's make friendship bracelets!" Cheer said.

"What's a friendship bracelet?" asked Sophie.

"It's a bracelet made out of yarn that symbolizes friendship." Cheer told her.

"That's a perfect idea." Sophie nodded.

Wish and Cheer went to Grams and asked for some yarn. She lent them some of her colorful yarn for the bracelets. For Sophie, April made a bracelet out of aqua, yellow, and orange yarn. Sophie made a rainbow and pink one for April – it matched her rainbow necklace.

Wish and Cheer made some for fun too. Then Wish made an extra yellow and orange one.

"Who's that for?" Sophie asked.

"Your next friend!"

"Oh. I wonder who they're going to be." Sophie said.

"You'll find out soon enough." Wish promised.

Now that their friendship bracelets were made, they exchanged them. Sophie's fit her wrist perfectly. Now she had two gifts from her new friend.

"So Sophie, do you think you know April a little better?" asked Cheer.

Sophie nodded.

Then Tenderheart came back with a worried look on his face.

"Care Bears, Sophie, and April, I need your help, quick!" he said nervously. Everyone jumped up and went over to him.

"What is it, Tenderheart?"

"A boy named Nolan on earth is being persuaded by Emily to join her. We have to stop her! Sophie, he could be your next friend, so this is very important. He was my mission to begin with, to teach him manners… but then Emily got in the way."

"A boy?" she blinked.

"Friendship comes in all shapes and colors." Cheer reminded her.

"Okay, if everyone insists…" Sophie said, still slightly uncomfortable with the whole second friend idea.

Even though she felt she had warmed up to April, she had hardly known her for a whole day. And now she had to go help a boy…

The five of them – Sophie, April, Cheer, Wish, and Tenderheart hopped in the cloud car and went down to earth.

They landed on an empty basketball court. Their car magically disappeared. Across the court was a boy struggling to get his basketball back from Emily. But they weren't playing. Emily had been teasing him, and had no intentions of returning the ball.

"Give it back!"

"I'll only give it back if you join me and No Heart to defeat the Care Bears!"

"Forget it!" Nolan shouted, and tried to swipe the ball from her.

"I don't play nice."

Tanya and Vera were there too, and Emily tossed the ball to Tanya. She tossed it to Vera, while Nolan struggled to keep up with it. Sophie could see the sweat on his forehead.

"He needs our help." Sophie said, deciding this teasing had gone on far enough.

For one thing, she hardly knew when someone teased her. And to see someone else being teased, well… something had to be done.

The Care Bears nodded at Sophie. She put her hand around her caring necklace.

"Give it back already!" he pouted, starting to tire out.

"No way." Emily said coldly and passed it to Vera who passed it to Tanya. They switched it up just when Nolan thought there was a pattern.

"That's enough, Emily." Sophie said, moving forward.

Emily groaned.

"Ugh, you again? Come ON!" she was just a breath away from throwing a fit.

"Not Sophie…" Tanya's voice quivered weakly.

"She always ruins our plans!" Vera pointed out.

"Don't encourage her, you dummy!" Emily said, "I'll handle this. And I'm not afraid of a little necklace, either."

"You should be. Because this time there's two of them." Sophie said.

When she looked at Emily and her so called friends and saw they didn't have friendship bracelets, she felt bad for them, because that meant they probably didn't give each other any gifts.

"Don't look at me like that!" Emily slammed the ball down on the ground, and it bounced over to Nolan.

"Then leave Nolan alone."

Nolan grabbed the basketball and sped over to the Care Bears.

"You can't just tell someone to leave someone alone and expect them to."

Sophie looked to the Care Bears for help. They came and stood behind her. So did Nolan. Then Sophie had an idea.

"Why don't we play a game of ball? Whoever wins gets to have Nolan as their friend."

"Fine."

"What?!" Nolan gawked, "Oh come on…"

"Can we use your basketball, Nolan?"

"Okay, fine…" he gave in once Tenderheart looked at him.

It would be Sophie, April, and Nolan against Emily, Tanya, and Vera. They'd play to 10 points. The two teams huddled separately to discuss a game plan. The Care Bears would be the referees, and Cheer would be cheering everyone on, of course.

"Okay. I have a plan." Sophie said, and told her friends what she had in mind.

Nolan helped her improve it, too. Once she knew what they were going to do, their team was ready to play.

Tenderheart flipped a coin to see who would go first. Sophie and Emily were in the center court.

"Okay. Emily, you get the ball first. No cheating." Tenderheart said.

"Heh. Whatever." Emily said, flipping her hair over her shoulder and took the ball.

"Is everyone ready?" Tenderheart asked once Emily had the ball, "3… 2… 1… play!"

Emily dribbled and then ran towards Sophie's team's hoop. Tanya and Vera rushed down to that end of the court and Emily threw the ball to Tanya. It was clear though they weren't very coordinated or use communication.

"Um do I throw it in the hoop now?" Tanya asked.

"Yes, you dummy!" Emily growled.

Nolan went and blocked Tanya's throw, but she tossed it just above his fingers and the ball slammed into the backboard, and missed the hoop. Sophie and her team on the other hand, were planning to work together.

"I got it!" April said, and got the ball, and with a wave of her hand she told Sophie to go to the other end of the court.

Sophie did and caught the ball when April threw it. Sophie scored a point as Emily was running after her in attempts to block her.

"Sophie's team gets 1 point!" Tenderheart announced.

"Yeah!" Nolan cheered.

Then they went to the middle again, and Sophie had the ball. But as she was dribbling, Vera swiped it and tossed it to Emily. Then Emily's team got a point.

It went back and forth like this until both of their teams were tied up 5-5. Sophie felt her team was doing better.

Until Emily's team got another point. And another. Sophie and her team called a time out and huddled.

"What's going on? Why are they getting more points than us all the sudden?" Sophie asked.

"I don't know." April answered.

"Because they must really want me to join them." Nolan reminded her.

"Well we can't let that happen. I have another idea." she smiled.

They held their hands together and lifted them up into the air. "Say this with me, please." Sophie said.

Together they all said, "I care! I care! I care!"

This boosted April and Sophie's caring necklaces. She hoped that would help. If Nolan had his caring necklace, surely his would've been boosted too. But even just saying those words almost made him seem to glow.

"Now let's win!" April cheered.

Sophie nodded, and the game resumed.

The next rounds were different. Sophie and her team scored even again, and then were in the lead one extra point. Then Emily and her team moved their score up to 9-6. It almost seemed impossible for Sophie and her team to win. They only needed three more points. Sophie wiped the sweat off her forehead.

"You can do it, Sophie!" Wish cheered from the sidelines.

"Go April!" Cheer whistled.

"Keep it up, Nolan!" Tenderheart encouraged.

Even though Sophie was starting to get tired, she had to try her hardest. On the next round Nolan scored them a point. Then April scored another. Now the score was 9-8.

Sophie's heart was hammering in her chest. Nolan scored them another point. As he shot the ball, it teeter tottered on the rim and looked like it was about to fall out, but then it actually went in! Sophie was relieved, but also anxious as to whom would win the final point. She looked to her friends. They had to win. If they lost, Emily would only hurt Nolan even more.

This was Sophie's chance.

Just like in the beginning, it was Sophie versus Emily in the center. Emily got it first, and Sophie somehow caught the ball when it was in mid-air. A little moment of victory quickly vanished as when she threw it to Nolan, Vera swiped it away from them again.

Tanya tried to make it in their team's hoop, but missed. Then April caught the ball and threw it to Sophie. Sophie made sure to have a firm grip, and ran as fast as she could to the other hoop and threw it in. Just as she threw it in, Emily purposely rammed in to her, thinking that she still had the ball.

Sophie fell on the pavement and scraped her knees and wrists.

"Ouch, hey!" she said, and Tanya and Vera pulled Emily away from Sophie. She winced with pain. Her rainbow leggings were torn to pieces at the knees.

But the pain was stopped for a moment when Tenderheart declared Sophie's team the winner.

"Whew! I can't believe we won!" Sophie laughed and hugged April quickly.

"This isn't fair!" Emily complained, "They cheated!"

"No they didn't, they won fair and square!" Tenderheart told Emily, but she refused to believe them.

"Yay Sophie!" Cheer said.

"Oh, are you okay? Your knees and wrists!" Wish pointed out.

They were scrapped and starting to bleed.

"Hurry, let's go to Care-a-lot." Tenderheart suggested.

They got in the cloud car and zoomed off to Care-a-lot with Nolan.

Instead of starting off with a tour, they helped clean up Sophie's wounds. Cheer went and got a fresh pair of rainbow shorts for Sophie from her backpack that she had brought. She came back down and Nolan and Wish Bear were helping clean her up and put Band-Aids on her wounds.

"Ouch!" Sophie said when Nolan put a Band-Aid on her knees.

"Sorry." he replied.

"You're doing great, Sophie." April encouraged her.

By now most of the Care Bears had returned from their missions. It was getting late in the afternoon and dinner was approaching. When they were all done, Sophie felt a lot better. All the Care Bears greeted her and asked if she was okay. When they finished the meet and greet, she noticed that Nolan was still by her side.

"Thanks for helping me, Nolan."

Nolan smiled and said, "Sure. No problem."

"Nolan, remember your manners." Tenderheart said.

"What? Oh. I meant… you're welcome, Sophie."

She blushed and quickly looked away in hopes that no one would see it. Wish brought Sophie over to the couch while dinner was getting prepped. Then Tenderheart took Nolan to get his caring test and necklace. Funshine joined in. Cheer came and sat down on the couch next to Sophie and Wish Bear. Sophie closed her eyes for a moment and tried to relax. Thankfully her blush had gone away now.

"I hope Nolan does good on his caring test." Sophie said.

"I think he will." Wish smiled, "By the way, you did stellar in basketball today."

"Really?"

"You bet!" Cheer giggled.

"Yeah! I loved how you made that last shot." April added.

Then Tenderheart came out with Nolan and Funshine, who apparently had a bond of friendship already.

"I passed!" Nolan said, and showed them his caring necklace. It was a sun with clouds, and looked very similar to Funshine's symbol. He was wearing it proudly around his neck.

"Nolan's score was a 96%." Funshine said proudly.

"And of course, his caring potential matches both of yours, Sophie and April."

The dinner bell rang and everyone went to the kitchen. Sophie got her dinner – ravioli, green beans, and steak. At the heart-shaped table she sat next to Nolan and April.

At dinner Tenderheart took the opportunity to remind Sophie of the things she needed to find to become the Queen of Care-a-lot.

"Now that you have two friends, you can search for the staff, crown, and shield." he said.

Sophie glanced nervously to her new friends. Would they help her?

"So, when does that start?"

"First thing tomorrow. I suggest you get to know Nolan a little better, just like you did with April."

"Okay." she nodded.

"No one is really sure where the objects are, so there'll be a little bit of searching. Think of it as a treasure hunt!" he said.

"Maybe there are hints in the book." Wish Bear pointed out.

Tenderheart thought for a moment.

"Perhaps." he smiled.

Sophie and her friends finished dinner and helped clean it up. For the rest of the night, they poured over the _Legend of the Queen of Care-a-lot_ book for clues.

"Where do you think they are, Wish Bear?" Sophie asked.

They were sitting at the heart-shaped table together with their noses in the book. It was blue and had gold trim, and elegant writing inside. For some reason, it reminded Sophie of her mom's handwriting… only there were hearts for every dot, which wasn't something she really did unless she signed her name.

"They'd be somewhere secret and hard to find. I'm not sure." she shook her head.

They flipped more pages. Near the end of the book, they found a few words that stuck out to them. _Castle, forest,_ and _library_ were all obviously spelled wrong.

"Well isn't that odd." Cheer said.

"It must be where they are!" April beamed.

"Yeah!" Nolan agreed, "There were no other typos in the entire book."

"There's the Care-a-lot Castle, which even though it is used… and Cheer and I visited it the other day, it does seem like a protective place for one of the quest items." Wish said.

"And the Forest could only mean the Forest of Feelings." Cheer added.

"So what's the library?"

"There's a lot of libraries downtown, but I'm not certain it's any of those. Though don't you remember Wish Bear that Grumpy found an old abandoned library a while ago? But he was too scared to go inside it."

"Hmm… that could be the place. We'll have to ask him about where it is." Wish nodded.

Sophie then wrote down all of the locations on a note card with rainbow pen so they wouldn't forget.

Even though it was fairly late, they went to find Tenderheart Bear in his office. He was on a phone call with Brave Heart Lion about something. He looked up and saw them, and told Brave Heart to please hold on a moment. The he put down the phone.

"Rainbow news, Tenderheart!" Cheer said, with a thumbs up and a big smile.

"Yeah, we found out where the items could be!" Sophie replied.

"Ah that's wonderful. Great job. I had a feeling you could do it. Now, why don't you stop by the Care-a-lot Castle tomorrow?"

"Sure!"

Everyone embraced in a warm group hug.

"Okay. Now let's go get ready for bed." Wish said, yawning.

"I have an idea. Let's have a mini sleepover in the living room!" Cheer said. Everyone nodded.

"Good night. Don't stay up too late." Tenderheart said, and went back to his phone call with Brave Heart.

The kids had went up to change into their PJ's and brush their teeth, and then came back down.

When they all met back in the living room, Funshine came down from his room for a glass of water. He had a Wii remote in his hand. It looked like he was in the middle of playing something.

"What are you all doing?" he asked, once he saw Wish and Cheer pulling the couch out for the built-in bed.

"We're having a mini sleepover!" Cheer said.

"Can I join?" Funshine gawked.

"You bet!" Sophie personally invited him.

"Yeah Funshine!" Nolan was very excited to have his Care Bear buddy join the sleepover.

Sophie and April then helped put the blankets on the bed-couch. Just as Nolan and Funshine put the pillows down, they both looked at each other mischievously.

"Uh-oh…" Wish Bear said with a warning tone.

"What's the matter?" Sophie asked.

Wish Bear then whispered into Sophie's ear, "That's Funshine's look when he wants a pillow fight!"

Just as she said that, Nolan and Funshine started hitting each other playfully with the pillows. Then April and Cheer joined in.

"Pillow fight! Haha!" Funshine giggled, bouncing all over the place. He lightly swung his pillow at Wish.

She couldn't help herself and picked up a pillow. Then she tossed one to Sophie. Everyone bounced around and swatted each other with the soft pillows. No one got hurt, even when Nolan whacked Sophie in the knees.

"Hey, watch it!" Sophie said. She tackled Nolan playfully and they rolled on the couch and attacked each other with pillows. After a moment Nolan escaped and scrambled up on the back of the couch. He lightly batted her on the head.

Even though they were being playful and kind to each other, soon they were all having too much fun and getting a bit too loud. Their laughter bounced through the Hall of Hearts. Tenderheart came out of the office. He wasn't mad, but he had a hard look in his eye. At first no one noticed him. He crossed his arms and cleared his throat loudly.

"Excuse me, would you mind toning it down a little?" He said.

Everyone stopped.

"Oh, sorry Tenderheart. But we were having so much fun!" Funshine giggled as Nolan batted Funshine Bear with a pillow.

"Okay everyone, let's try to settle down and go to sleep." Wish suggested.

"I'm not really tired." Nolan complained.

"But we have a big day ahead of us tomorrow." Cheer told him with a pout.

Sophie was getting tired, and decided to stop the pillow fight.

"Come on. We can have another pillow fight tomorrow!" Sophie said.

"Yeah!" Funshine whooped.

"Funshine, keep it down." Tenderheart warned, and then went back into his office and turned off the lights. He went upstairs to bed.

"Okay, Mr. Bossy pants." he grumbled.

"I heard that!" he said, just before he closed his door.

"Sorry!" he yelped. Everyone giggled.

Wish cuddled next to Sophie. April was next to Cheer, and Nolan was next to Funshine.

"Good night everyone. And sweet dreams." Wish said.

Sophie closed her eyes with a smile on her face. Now she had two very special friends.


	6. Chapter 6: The Staff of Caring

**Chapter 6: The Staff of Caring**

The sound of Grams, Share and Good Luck Bear making breakfast woke Sophie up. Funshine Bear was already up and Nolan was gone too – they must've gone up to Funshine's room to play a game on his Wii. Sophie rubbed her eyes and stretched. Wish Bear woke up a second later, and gave Sophie a good morning hug.

"How are you?" Wish asked.

"Fine." Sophie smiled, and then her tummy grumbled.

Wish smiled, "Let's go see what's for breakfast, yeah?"

They held hands and went to the kitchen. It smelled like eggs and bacon.

"Smells great, Grams Bear!"

"Just wait till you try it. These aren't your ordinary eggs!" she told them.

"Yeah, then what are you making?" Sophie asked.

"Eggs Benedict!"

"Wow!" Wish said licking her lips, "It's been a while since we had those!"

Then Cheer and April came in the kitchen to smell the breakfast. They were impressed too.

"I've never had that before." Sophie said.

"They're really good." Cheer said, rubbing her tummy.

They went and set the table together. Sophie poured herself a glass of orange juice and took a gulp. She was feeling less groggy already, and looking forward to finding something at the Care-a-lot Castle. She wondered which one it was going to be!

Either way, she just hoped that Emily, Tanya and Vera had no idea about it.

Then breakfast was ready and everyone came downstairs to eat. Sophie was pleasantly surprised when she tried the eggs Benedict. It was probably her new favorite breakfast food.

Everyone took the first few bites of food and the atmosphere lit up. Everyone enjoyed Grams' cooking, especially when it was eggs Benedict!

After everyone warmed up, Tenderheart decided to make an announcement.

"Good morning every bear. Today, Sophie, April, Nolan, Cheer, Wish, and Funshine, are going to go and look for the quest items. Their first stop will be at the Care-a-lot Castle." he smiled.

"I hope something's there." Share replied.

"Me, too." Sophie said to her.

"So, the rest of you will be going on Caring Missions. Our Caring Meter is at 5 points." he said with a bit of a sad tone, "We need all the caring we can get. And please be careful of Emily, Vera, and Tanya."

Everyone nodded. No one groaned, not even Grumpy Bear. This was a serious problem and it needed to be fixed.

Soon breakfast was finished, and everyone helped clean up. Sophie went and got dressed quickly. Then she came back down and Wish Bear braided her hair. Today, Sophie was wearing an aqua tank top with ruffles on the bottom, and decided to wear her rainbow shorts again.

April was wearing the same outfit as yesterday, a pink tie-dye shirt but neon with pink shorts. She had on a pair of flip flops. Cheer did her hair up with a cheer-leader bow.

Nolan was wearing a clean yellow sport shirt with orange shorts. Earlier Nolan and Funshine Bear went back to his house and grabbed some clothes for his stay in Care-a-lot. Nolan's hair just needed a quick comb through, since it was too short to do anything with except put gel in it it, which he didn't do since he was only 9 years old.

Wish finished braiding Sophie's hair.

"Okay. Ready to go find that staff?" Wish said.

"Yeah!" Sophie replied.

Everyone else was ready too, so they went outside and climbed in the cloud car with six seats, and zoomed off to the Care-a-lot Castle.

Along the way, Sophie pointed out landmarks on the land below to Nolan, who hadn't gotten his tour yet. They passed over the Forest of Feelings.

They landed at the Care-a-lot Castle. It was a beautiful place, made of golden clouds and rainbows. They walked up the steps and Wish opened the door. They all went inside. It was trashed. Everything was turned upside down, inside out.

"What's going on here?" Funshine said, "Who forgot to clean this place up?"

"I… I have a bad feeling about this." Wish said, gulping nervously.

"What does the staff even look like?" Sophie asked.

None of the Care Bears knew.

"Not sure. But I think we'll know once we find it." Wish said hopefully.

Sophie nodded.

They were in the front room, which had a meeting table and area. The castle had a vintage feel too it, filled with nostalgia, even if the place was messy. It was like someone was here recently, looking for something.

"This is where we grew up as cubs." Cheer explained.

Sophie smiled. It was a very nice place other than the mess. They picked their way down to the basement and were about to open the door. Wish stopped everyone by holding up her paw.

"What is it?" Sophie asked, eager to go in the room.

"I think someone is inside…"

"What? Who?" April asked.

In that moment, Sophie guessed it could only be Emily, Tanya, and Vera. They were too late.

"Oh no…" she grumbled.

Wish Bear opened the door. Sophie's guess was right! Emily, Tanya, and Vera had torn the place apart looking for the staff.

"Ugh, where is that dumb thing? We have to find it before Sophie." Emily shouted, flipping a box over her shoulder.

Tanya and Vera stopped searching at once, when they noticed Sophie and her group of friends. Sophie cleared her throat because Emily was still searching desperately.

"Ahh!" Emily yelped once she realized they weren't alone anymore. She fell backwards into a pile of books.

"Intruders!" Funshine said, "Guilty as charged."

"Help me up, you fools!" she demanded, unable to get up.

Tanya and Vera swarmed around Emily and helped her up. Once she was standing, she curled the ends of her pink/blond hair on her finger.

"Great." Emily grumbled.

"What do we do, Emily?" Vera asked, trembling.

Sophie noticed there was something different about all of them. They seemed darker – their outfits did at least. They weren't wearing neon colors anymore. And Emily was wearing dark pink eyeshadow. The colors were dark, but you could still tell they were pink, purple and green.

"We don't stop until we find something… the shield, the staff, or better yet, the crown!"

Sophie and her team began to look feverishly on the other side of the room. There were shelves stacked with books, objects and trinkets of all kinds. The whole basement was about as messy as the attic.

"Hurry!" Emily demanded.

Sophie turned around to see Emily digging through a shelf. Wish Bear then touched a star on their side of the shelves, and a secret door opened a few paces away!

"It must be in there!" Wish said.

Sophie rushed in and right on the wall, was the staff. It was perched flat on two hooks. The staff was made of rainbow and it had a heart-shaped white gem on the top, nestled in clouds. Sophie grabbed it before Emily could even reach it.

"I got it!" Sophie cheered.

When she turned around, she was face-to-face with Emily.

"Give me that right now!" Emily whined.

"I'll never give it to you, because I care so much for Care-a-lot, the Care Bears, and my friends April and Nolan!"

This activated the staff unintentionally, and a beautiful rainbow light blasted out of the white gem. The only problem was, that Emily held up a book to shield herself.

"Nice try!" Emily laughed manically, "Also, look what No Heart gave us!"

She held up her wrist and there was a black and purple band.

"Oh no. It's like No Heart's magic amulet!" Cheer said, "They're invulnerable to our Care Bears Stares!"

All three of the bad girls laughed hysterically. Sophie boiled with anger. What was the point of the staff if they had defenses? She held the staff so tight her knuckles turned white.

 _There has to be another way,_ Sophie said.

Just then Emily swiped the staff away from Sophie's grasp, even as she thought she was holding on to it strong enough.

"Looks like you won't be needing this anymore!" she growled.

Emily bent her leg and held the staff with both hands over her leg, like she was going to break a twig.

"No, don't!" Sophie begged, reaching her hand out trying to grab it back.

But Emily had moved faster and tried to break it. She slammed it down on her leg. A burst of blinding rainbow light exploded out. Everyone fell backwards, and the staff clattered to the floor.

"Ouch, that hurt!" She whined, holding her leg.

Sophie scrambled to get up and grabbed the staff quickly. Tanya and Vera huddled near Emily.

"Are you okay?" They asked.

"No! My leg hurts, you idiots!" she shouted, pointing to the spot where she slammed the staff down on.

"Let's bring you back to No Heart's Castle and heal you." Vera suggested.

"Yeah, that's probably a good idea." Funshine said, but with an attitude that said that he just wanted them out of Care-a-lot. Which was true for Sophie and her friends.

"No. We're not leaving without that staff." Emily struggled to get up, though it was clear her leg was hurt badly.

Sophie held on to the staff. She wasn't going to let Emily ever have it. Sophie then saw the door was open, so she took her chances and fled out of the basement. The rest of her friends followed her. Though Emily and her sidekicks were right behind them.

"Get her!" Emily commanded.

Tanya and Vera jumped after Sophie but she swung the staff around and hit both of them. They fell to the ground.

"Use your bracelets!" Emily shouted.

They did. Only, Sophie somehow managed to block the dark green and purple blasts of evil.

"Go Sophie!" Nolan cheered.

Sophie took her turn and blasted a rainbow light at Tanya and Vera. They jumped over the light and Emily was almost hit, but she dove to the ground to avoid it.

"Get the staff!" Emily said.

"We're working on that!" Tanya growled and got up. She shot another blast of evil at Sophie. It nearly hit her, but she ducked and then aimed the staff.

Then the Care Bears, Nolan, and April used their caring power to help Sophie once Tanya and Vera charged at her, with a greedy look in their eyes. Nolan and April used their caring necklaces. All together the Care Bears, April, Nolan and Sophie hit Tanya and Vera with caring blasts.

Even though they were invulnerable, somehow the bracelets weren't as strong as No Heart's amulet, so they were still affected by the caring. It greatly weakened their evil, which was a good thing.

"No!" Emily cried, "Ugh. Let's retreat!"

"What? We still have a chance! Sophie isn't that good with that thing!" Tanya said.

It was only her first time using it, so that was true. Still, she wasn't going to let that stop her. She blasted them with a caring blast and they flew backwards.

"Okay, let's go to No Heart's castle!" Emily screeched.

Emily, Tanya, and Vera left Care-a-lot on a flying bike. Once they disappeared, Sophie could feel the adrenaline leaving her. She relaxed her grip on the staff. Both Nolan and April hugged her. Then Wish held her hand.

"You did a great job, Sophie." she said.

"Thanks." she smiled, "You helped, too."

"Everyone did. Now, let's clean up the Castle." Wish said.

They spent the rest of the morning cleaning up the Care-a-lot Castle. Then around noon, they went back to the Hall of Hearts. Wish decided that after lunch that Sophie would learn how to use the staff.

For lunch, Grams, Tenderheart, and the Cubs prepared delicious tacos and nachos. Sophie enjoyed them but thought that lunch went too quickly. They cleaned up in a flash. Only a few bears came back from their missions but as soon as lunch was over they were on their way back down to earth to help more people.

That afternoon Sophie and her friends were outside in the front yard, and Wish was looking up information in the book again. She found a section on the staff and how to use it, which was helpful.

"The staff works just like your necklace, but is a lot more powerful. That gem is what stores the caring power, and it can also flow through the whole length of the staff." Wish said.

Cheer had put up a few practice dummies. Sophie took a whack at them, pretending they were Emily, Tanya, and Vera. She jumped and spun around, hitting all of them swiftly. She was going to defend Care-a-lot with all her heart!

"Wow, you're really getting the hang of it." Funshine said.

Once Sophie warmed up, Nolan and April got to try. Cheer decided it would be a good idea if they all learned how to use it, in case Sophie dropped it during a battle.

They trained for a few hours. Then Grams came out with refreshments of fresh lemonade and watermelon.

"Why don't you take a ten minute break." Grams said.

The cubs came rushing out of the Hall of Hearts, too. They had sippy cups of lemonade. They all sat down on the clouds and enjoyed a little break.

"I'm very proud of Sophie." Wish told Grams, "She's pretty good with the staff."

"I'm not surprised. I knew she could do it from the moment I saw her." Grams smiled.

"Really?" Sophie asked. She could feel her necklace glowing.

"Of course."

Sophie drank the rest of her lemonade and nibbled on her triangle slice of watermelon.

As they were practicing again, Brave Heart Lion stopped by. Tenderheart came back from his mission a minute later. Brave Heart encouraged Sophie during her training.

"There you are, Brave Heart." he said, "Any word from True Heart and Noble Heart?"

"Yeah. They should be stopping by soon, too."

"Good. I think we could use their guidance." Tenderheart said.

"Who are True Heart and Noble Heart?" asked Sophie, as she had never heard of them before.

"They are the founders of Care-a-lot and the Care Bear family." Brave Heart explained.

"Oh."

"And… I have been looking for the shield in the Forest of Feelings. Us Care Bear Cousins haven't found it yet, even with Swift Heart Rabbit's help."

"Why don't we go over to the Forest of Feelings tomorrow? Once True Heart and Noble Heart arrive, I have a good feeling we'll have a better chance of getting Care-a-lot back to normal."

"I agree." Brave Heart nodded.

As they waited for True Heart and Noble Heart to arrive, Wish, Cheer, Funshine, and Brave Heart instructed Sophie on how to use her staff efficiently. While she was pretty good, this was only her first day using it. She learned that No Heart was a lot more powerful. A little hit to the stomach wouldn't do much damage.

Then a cloud ship arrived at the river. It was True Heart and Noble Heart!

"Let's go meet them!" Tenderheart said.

Sophie carried her staff with her as they ran down to the rainbow river. True Heart and Noble Heart had docked and were getting off just as the Care Bears arrived at the banks of the river.

"Hello!" True Heart said with a big smile and a friendly wave. She ran and hugged everyone, "Oh I missed you so much."

"I missed you too! Care-a-lot is in a lot of trouble… but thankfully we have someone who can help us."

"Sophie Summers! What a pleasure to meet you at last." True Heart said. She shook her hand, and hugged her.

"The Princess of Care-a-lot." Noble Heart said, doing a polite bow.

"Thank you, but that's not really necessary…" she didn't feel like a princess, at least not yet. Maybe after she found the crown, she'd feel like one.

"Now! Let's go to the Hall of Hearts, shall we?" True Heart suggested.

Everyone agreed, and went into the Hall of Hearts. Sophie hoped with all her heart that True Heart and Noble Heart could help them.


	7. Chapter 7: The Shield of Heart

**Chapter 7: The Shield of Heart**

At the heart-shaped table, True Heart and Noble Heart got right down to business. Grams and the cubs brought out some snacks for everyone to nibble on, and then joined the meeting themselves.

"The Caring Meter is at 6 points now. A few bears have completed their caring missions, but are going right on to other ones." Tenderheart explained to True Heart and Noble Heart. Clearly what they were doing wasn't enough, but they were all trying their hardest.

"Every bear seems pretty busy." Noble Heart said.

"Even the cousins are off on missions most of the day." Brave Heart added.

"Good. Well… we have been secretly investigating No Heart while we were away. He is teaching Emily, Vera, and Tanya the ways of evil. They grow worse by the day. If we don't stop them soon, their hearts won't be so easy to make good again. When he sends them to earth, it is to hurt others. As long as they are around and doing what they do, Care-a-lot doesn't have much of a chance…" True Heart said sadly.

"What else is No Heart doing?" asked Wish Bear.

"He is trying to get more children to join him. But nothing has worked, thankfully. If you hurt someone, they most likely won't want to help you out." Noble Heart said.

Wish nodded.

"Not only that, but he is building up more magic potions and weapons too. He's working on some kind of device… They're stronger. Beastly and Shreeky helped. We were trying to find out the source of his dark magic, and while we're certain there is something behind No Heart, we're not sure what." True Heart sighed.

"This is much worse than we thought." Tenderheart said.

"We're going to need a lot more than caring missions every day to really make a difference." Cheer said.

Sophie knew she had to speak up.

"Can I pitch an idea?" she asked.

"Is it a fastball?" Funshine chimed in. Nolan giggled. Cheer did, too.

"Yes of course, Sophie." Tenderheart said. Tenderheart smiled at Funshine's little pun.

"Why don't we go search for the shield in the Forest of Feelings now? There's still plenty of afternoon left."

Sophie was right. It was only 2:30 in the afternoon, and she was feeling more confident with her staff.

"Sophie has a point. The sooner we find the shield and crown, the better chance we have of winning against No Heart and protecting Care-a-lot." Wish nodded.

Tenderheart thought for a moment and then said, "Okay. Brave Heart, why don't you go to the Forest of Feelings with them and help them find either the crown or shield, whichever one is in the Forest."

"You bet'chya!" He said, jumping up and raring to go.

"Okay. A small break from this conversation. But once they are gone then we will talk again."

"Actually I think I'll go with them." Noble Heart said, "Plus, I haven't seen the Forest of Feelings for a while."

"Okay. But be careful." True Heart said.

True Heart and Noble Heart hugged. Then Tenderheart, Sophie, April, Nolan, Wish, Funshine, Cheer, Brave Heart and Noble Heart all went to the Rainbow Rescue Beam room.

Tenderheart started up the Rainbow Rescue Beam, and everyone stood on the heart-shaped platform.

"Wow, we get to ride on the Rainbow Rescue Beam!" Sophie said.

"Yeah! It's fun." Cheer said, bouncing up and down.

"Settle down please, the beam is almost ready to go." Tenderheart said, and entered the coordinates to the Forest of Feelings.

Then a white light began to shine brightly from the crystal heart above the gold arches. The light from it grew brighter until it was blinding. She held on tightly to her staff. Sophie closed her eyes the whole way. Wish Bear held her hand as they rode the Rainbow Rescue Beam.

When she opened her eyes, she was in the Forest of Feelings. A rainbow forest of trees surrounded her. The birds were singing wonderful songs. The air smelled of flowers and rich strawberries. She could hear the sound of a nearby stream. The Forest of Feelings was such a pleasant place!

"Wow, this place is amazing!" She said.

"Thank you." Brave Heart said proudly, "Now come on every bear. Let's get searching!"

"But we don't even know where to look!" April reminded them.

"Or which thing we're looking for." Nolan added.

"True. We have been looking all over the Forest of Feelings for a week or two and still haven't found the crown or the shield. Swift Heart Rabbit does patrols every day."

"Where would my mom hide the treasure…" She thought out loud, "Are there any secret places in the Forest of Feelings?"

"Lots of secret places actually, and that's just the problem. There's too many!" Noble Heart said.

"Let's go and look at the Rainbow Tree." Brave Heart said.

Wish told them on the way that the Rainbow Tree was where all the cousins lived. It was the largest tree in the Forest of Feelings, and the most colorful of them all.

Within a few minutes of walking on the path, they came to the Rainbow Tree.

Not only were the leaves rainbow-colored, so was the bark! Sophie was totally amazed by the tree.

"Wow!" she said again.

Everyone laughed kindly. Then they went and searched around the bottom of the tree, and looked under the thickest roots.

"Not finding anything. Why would it be here, anyway, if it's such a big landmark?" Sophie said as she made her way around the whole bottom of the tree.

"Yeah." Wish Bear agreed.

"I know of a place it might be." Noble Heart said when they had all looked around the Rainbow Tree and didn't find anything.

"Where?" asked Sophie.

"At a Rainbow Waterfall."

"It sounds pretty! Let's go." April said before Sophie could.

They all took off after Noble Heart into the Forest of Feelings and followed the path for a while. About ten minutes later they hopped off the path and went into the trees. Noble Heart said the waterfall was in the north.

As they went, Cheer sang a happy and energetic song to keep them entertained.

Noble Heart followed a rainbow stream. It took a while to get to the half-way point. As they did, Noble Heart decided it was time for a small rest. Everyone was glad for it. Wish Bear and Sophie collected water from the stream. With a little help of a wish, Wish Bear removed anything nasty or dangerous from the water. She even wished up some cups for them that would disappear when they were done.

They drank and Cheer went around in the trees to look for some apples to snack on. She came back a few minutes later with an armful of fruit. There were apples, bananas, rainbow fruit, and star fruit. Wish enjoyed a star fruit while Sophie had apples.

Once everyone was rested it was time to get moving again.

"Let's go everyone."

Then, the gem in Sophie's staff of caring turned dark purple. She stopped in her tracks.

"What's that mean?" she asked nervously. Maybe she didn't know much about her staff after all.

"Oh no. That means evil is near." Noble Heart said.

"I won't be surprised if it's Emily, Tanya, and Vera." said Funshine, crossing his arms.

"Well, let's move forward. But be careful." said Wish.

Everyone moved cautiously forward. Sophie went ahead with Noble Heart and Brave Heart. If there was one thing, she was the protector of all of them. She put her staff out in front of her.

They moved through the trees. Then up ahead Sophie heard Emily's voice. Sophie and her party stopped. They ducked down to the cover of the bushes.

"Are we close to the waterfall?" Sophie whispered to Noble Heart.

"Yes. It's right up ahead."

Even though the trees were thick, Sophie could now hear the rumble of the waterfall. Emily, Tanya, and Vera were picking their way around the waterfall, desperately searching.

"I give up. It's not here." Emily said.

"But we haven't even looked that long!" Tanya said.

"And what will No Heart say when we return empty handed, or worse… tell him that we didn't find the thing and destroy it?"

"Then that's a problem we'll deal with later. Besides, he needs us if he wants to win against those wretched Care Bears." Emily said.

Emily, Tanya, and Vera walked through the forest – right past Sophie and her crew. Sophie noted that Emily and her friend's outfits were a lot darker this time. Maybe Noble Heart was right about their hearts not being easy to change back. Would that even be possible?

As soon as the three bad girls moved far enough away, Sophie and her friends moved forward to the waterfall.

The waterfall was beautiful! Sophie gasped.

"Wow. I can't get over how beautiful the Forest of Feelings is."

And this made her want to protect it even more.

"Let's find that thing!" Funshine cheered.

"Careful. Emily and her goons are still nearby." Sophie warned him, showing him that her crystal was sill purple. But the purple was fading slowly.

They all looked around the waterfall, even went behind it to look for something. But they didn't find anything. Then April took off her flip-flops and wanted to rest her feet in the rainbow water. When she did, she kicked and splashed her feet around and then stubbed her toe.

"Ouch!" she shouted and pulled her feet out of the water. She scrambled to get her flip-flops back on, "Forget that!"

"What happened?" Sophie bounded down the rocks to her friend. Cheer came with too.

"I stubbed my toe on something in the water. It was hard. I don't think it was a rock."

Sophie then took off her shoes and socks and stepped into the water. The water went up to her knees. She had to roll up her shorts.

"Every bear, I think it's somewhere in the water!" she said.

All the Care Bears came down to help. Sophie was searching so intently that she didn't notice that her lightly purple gem was getting darker again. Sophie searched around right where April had stubbed her toe, and felt the same hard surface.

"Ouch!" she said, hitting her foot on it as she tried to take a step, "Yep, there's definitely something there. April, can you hold my staff?"

"Sure."

She carefully handed the staff over to April. April held to it tightly with both hands.

Sophie reached into the water and uncovered a lot of rocks. Then below the rocks was something smooth and big. She gasped. It must be the shield! She lifted it up out of the water, and found the shield of heart.

"The shield of heart!" She said victoriously.

But when she looked up, Emily, Vera, and Tanya had captured all of her friends. They were bound and gagged. How had Sophie not noticed? April (Vera was holding her tightly, but her hands weren't bound yet) quickly tossed the staff to Sophie. It landed in the water and Sophie fell backwards as she tried to catch it. Then Vera tied April's hands together.

"Alright, that's enough damage for now." Vera said.

"Let my friends go now!" Sophie shouted at the top of her lungs.

A huge wave of caring power surged through her as she held both the shield and the staff.

"Or else what?" Emily laughed, "You look so stupid holding those."

"Why don't you say that when you understand the power of caring?" Sophie said.

Sophie twirled the staff around carefully. She then marched right up to Emily.

"Let my friends go." she wasn't going to give up before anything had even started.

"Haha! You're kidding me." Emily couldn't stop laughing. She was really getting on her nerves.

"We're not letting them go. We're going to take them back to No Heart's palace and make them into potions and dark power, oh and take all their caring energy away with our new torture machine!" Tanya said.

"Girls, let's all try out our bracelets on Sophie."

They all raised their hands in the air, and temporarily discarded her friends to the side. Then they quickly moved their hands down, and blasted out dark power right at Sophie!

"Aaah!" she yelled, and held up the shield instinctively.

The shield bounced the evil backwards, right to Emily and her goons. Instead the power went right back into their bracelets and didn't hurt them like Sophie thought they would.

"Hah! Your shield won't do any damage!" Emily laughed.

 _The point of a shield was that it protected_ , Sophie thought to herself. Then she took a blast with the staff at the three bad girls. They dodged and the blast of rainbow light went to the trees. Sophie grumbled. They were getting harder to fight.

Then she had an idea that would get them to leave her friends alone.

"Take me instead." Sophie said.

"What?"

"Take me instead of them. I'm their protector."

Emily looked long and hard at Sophie. Sophie gulped nervously. Wish Bear shook loose the gag around her mouth.

"Sophie, don't!" She begged with tears in her eyes. She thrashed around, giving the ropes a hard time.

"I'm sorry Wish Bear, but I have to." she said frowning.

"Fine. But we need to dispose of those horrible things you have." Emily said, referring to the shield and staff.

Sophie didn't want to part with them. She looked to Wish Bear and had an idea in mind.

"I know a place. But let my friends go first before you take me."

Emily, Tanya and Vera untied the Care Bears and Cousins. They made their way to the very edge of the Forest of Feelings, to the west. It didn't take very long.

Then just before Sophie was about to deposit the staff and shield off over the edge of Care-a-lot, Brave Heart Lion whistled. As soon as Sophie let go, a blue blur went past them, but Emily paid no attention to it. She was concentrating on tying Sophie's hands together.

"Sophie, you don't have to!" Cheer wept.

"Don't worry. I'm the protector of Care-a-lot. So I'll protect it with all my heart." She said.

"Are you really going to be okay?" Noble Heart asked.

Now Emily put the gag around her mouth. But she looked at Noble Heart with a glance that said _I know what I'm doing._

Noble Heart nodded, understanding her.

"She'll be fine." Noble Heart said.

Once Sophie was bound, Emily pulled a bike out of the clouds and pushed Sophie on it. Then Tanya and Vera hopped on too. They pedaled away to No Heart's castle. Sophie looked behind her and saw Care-a-lot getting smaller and smaller. She just hoped that she'd be able to get away from No Heart's palace and back to Care-a-lot.

 _I'll come back, Wish Bear, I promise,_ she thought to herself.


	8. Chapter 8: Resistance

**Chapter 8: Resistance**

They approached No Heart's castle. Sophie couldn't stop the overwhelming feeling of dread.

 _What did I just get myself into?_ she thought to herself. She wished she had listened to the Care Bears when she had the chance to. Now she was stuck here with her enemies. She longed to be back in Care-a-lot and look for the crown at the library.

Lightning blasted all around the castle. Thunder roared. It was dark and ugly, and swarmed with shadows. They landed at the stairs and Emily dragged Sophie up them. Sophie closed her eyes the whole way up. Soon they came to the front door, and Emily marched in.

"No Heart!" she shouted.

"We're back!" Tanya said.

"And we've got you a present!" said Vera, "Sophie Summers!"

No Heart didn't reply, but the girls went to the throne room anyway. Sophie got the chills just from looking at the moody place. It was the complete opposite of Care-a-lot. And it stunk.

No Heart was sitting on the throne, tossing something dark and small up and down.

"Well. It's about time." No Heart said, "Welcome to my castle, Sophie Summers. The so called Princess of Care-a-lot."

"Which she is completely unworthy of that title." Emily said.

Sophie couldn't reply.

"Take that gag off her." No Heart ordered.

"But she'll probably say something stupid, or worse… something about _caring_."

"That was an order!" he slammed his other hand down on the armrest. Tanya took the gag off Sophie.

"Now, what did you come here for?" he asked, standing up.

"To tell you to leave the Care Bears alone!" she shouted.

He just laughed at her like she told a funny joke. This only made her angry, which probably was his intention.

"That will never happen. Why? Because, evil is always stronger than caring. And I will show the whole world that!"

 _He wants to make the whole world evil?_ she thought.

She didn't say anything.

"Well. If that's how you feel about this… then girls, take Sophie to the new Caring Remover Chamber you've been working on."

"You mean that I've been working on!" Shreeky yelled from the distance.

"Yes, that was what I meant." he grumbled.

They dragged Sophie to the Caring Remover Chamber. There was a scary looking table that reminded Sophie of the doctor's office, and it was next to a ridiculously large machine. Sophie then realized she was still wearing her caring necklace, and didn't know if she could hide it. It was too obvious in a place like this. She just hoped that it wouldn't break.

No Heart followed them, and Shreeky and Beastly tagged behind.

"Take that thing off her neck and destroy it."

Emily ripped the necklace off Sophie's neck. The chain broke. Sophie just hoped that the symbol wouldn't break.

Shreeky unbound Sophie's wrists, and tied her up on the table. The cold, metal clamps went around her wrists, ankles, and her stomach. Needless to say, Sophie was very uncomfortable.

"Fire up the machine." No Heart ordered.

Beastly got straight to work. The machine roared to life and sounded awful to Sophie. Meanwhile, Emily was trying to stomp on the necklace, but it wouldn't break. And each time she touched it, a little pulse of Sophie's caring power flickered out.

"Someone get me a hammer right now!" she growled.

Tanya fetched Emily a hammer. The machine was almost fired up. Beastly clicked away at the control panel furiously.

"Almost there, No Heart!" Beastly said.

"What are you going to do to me?" Sophie asked with a lump in her throat.

No Heart laughed and replied, "I'm going to take away every ounce of caring from you."

"Good luck with that." she taunted, and stuck out her tongue at him.

"You haven't even known the Care Bears for a full week! How can you care about them so much? Let alone those two sidekicks of yours! They're worthless!"

"My friends are not worthless! They care about me and I care about them!" Sophie shouted.

Now the machine was fully functional. Emily tried to smash Sophie's necklace with all her might, but the only result was that the hammer went flying.

"No Heart!" Emily screamed, "This necklace isn't breaking!"

"Try something else. Can't you see I'm busy right now?" he yelled back at her.

Emily threw it in a nearby fireplace. The necklace went into the purple flames, but nothing happened to the necklace. It didn't melt. But it did get hot. Emily pulled it out of the fire with a pair of tongs and dropped it on her hand. She screamed louder than Shreeky. Then she quickly dropped it and ran out of the room to go and find some cold water. Tanya went with her.

"Now, Beastly! Take all her caring!" No Heart said.

The clamps held Sophie's wrists so tight she was certain they were going to leave a mark. Then through the clamps, came a terrible surge of dark power. It entered Sophie and she screamed in pain.

Sophie then remembered that she had an infinite supply of caring potential. That meant that No Heart could never take away all of her caring. She just hoped that she wouldn't have to be tortured like this for an eternity.

She screamed again when another bolt of power went through her.

"No Heart!" Beastly said, "Something's wrong!"

"What did you do this time?" Shreeky yelled at him.

"N-nothing, Shreeky! It's not me!"

"You're just a big fat liar! No Heart, Beastly's messing the machine up!" Shreeky yelled.

"Then you do it." No Heart commanded.

So Shreeky took over. But after a few minutes it was clear that she was having a difficult time, too.

Sophie had no idea what was happening. Though she could see that Vera was still trying to break her caring necklace.

Shreeky turned up the dark power voltage dangerously high.

"This aughta do it!" she yelled happily.

They continued to torture her for who knows how long. Sophie was about to pass out. But she wasn't going to let them take her caring energy. But somehow, she started thinking negatively of Care-a-lot and the Care Bears. For a moment, she hated Wish Bear for not doing anything to save her. And she hated April and Nolan.

Then she felt the sharp pain in her arm. No Heart was sticking a needle in her arm, and a purple liquid was going inside her.

"What are you doing?" she wailed.

No Heart didn't answer her. Then the syringe was emptied. Sophie felt sick. Her eyes rolled back into her head. A terrible pain filled her. As she closed her eyes, she saw memories of Emily being her friend and then turning against her. She pushed her down on the side of the road, and never said sorry for it. From that day on, they were never friends again.

And then even though she was seeing all kinds of awful memories, her mom's smiling face appeared.

 _"_ _I love you so much, Sophie._ " she had told her so many times.

Sophie screamed, and all the dark power that No Heart had put in her flew out her mouth and vanished.

She came out of her trance.

"Turn the voltage up higher." No Heart commanded, and slammed the syringe on the floor. It shattered.

Shreeky didn't question his command.

"Stop right there!" a familiar voice said.

Sophie looked up from the table and saw that Wish Bear and the Care Bears had arrived to rescue her!

"You came!" Sophie smiled.

Nolan and April rushed to Sophie, while Tenderheart and True Heart went straight for No Heart.

"No!" he yelled, "Shreeky, how did these Care Bears get in here?"

He swatted them away as if they were flies.

"Beastly is supposed to be in charage of the security around here, not me!" Shreeky wailed, struggling with the machine.

April and Nolan tried to unclamp Sophie from the table, but it was incredibly hard. April then went over to the machine and pushed Shreeky out of the way.

"Sorry, but I'm not going to let you hurt my friend any longer." she said.

Nolan and Wish Bear held Sophie's hands while chaos erupted all around them. Even though the Care Bears couldn't use their Stares at No Heart, they did to Shreeky and Beastly. True Heart and Tenderheart distracted No Heart by taunting him. Cheer Bear snatched up Sophie's necklace and made a new rainbow chain around it.

Then Funshine Bear picked up the hammer that Emily had used earlier.

"True Heart, Tenderheart, duck!" Funshine said.

"What?" True heart asked, but then saw that Funshine was going to hurl the hammer at No Heart's head, and popped down to the floor, and pulled Tenderheart with her.

No Heart turned around just in time to see the hammer flying at his face. It hit him and stars erupted around his head. He wobbled.

"The pest who threw that at me is going to regret it!" No Heart yelled.

Funshine couldn't help but giggle.

Then April turned the machine off. The clamps around Sophie's hands, ankles, and middle unclamped and Nolan and Wish Bear helped her off the table.

Sophie was sore all over, but mostly in her heart.

"Let's go!" Wish Bear said.

They rushed out the door and through the castle. But Emily, Tanya and Vera weren't going to let them escape the castle that easy.

"Where do you think you're going? You're not done with your torture yet!" Emily yelled.

They pointed their bracelets in the air, and just as they were going to slam them down, Wish Bear and Nolan used their caring power to Stare at the enemy. Both of their Stares were powerful, but for some reason, Nolan's did more damage.

Once Emily and her sidekicks were knocked over, Wish, Sophie and Nolan ran out of the castle and down the stairs.

Soon everyone else was running out of the castle, too. Thankfully there was a cloud car near by and Wish, Sophie, and Nolan hopped in. Since Wish was driving, Nolan held Sophie in his arms. She felt incredibly weak and sore.

Then April and Cheer hopped in the car at the last second. A few moments later they were flying away. As they flew, Sophie saw Tenderheart, True Heart, Funshine, Brave Heart, and Noble Heart all pile into another cloud car and fly after them.

Sophie closed her eyes and knew that when she opened them, she would arrive safely in Care-a-lot.


	9. Chapter 9: Quest for the Crown

**Chapter 9: Quest for the Crown**

Care-a-lot was a sight for sore eyes. Nolan, April, and the Care Bears helped Sophie into the Hall of Hearts. She was exhausted. Nolan carried her into the Hall of Hearts and set her gently on the couch. April put a fleece blanket over her. Sophie smiled.

"Thank you." she said weakly.

April hugged Sophie kindly and let go. When Sophie looked at Nolan, he was blushing, but she didn't understand why.

Cheer showed Sophie her necklace.

"See look, it didn't even get scratched." she smiled.

Every bear came around Sophie to see how she was.

"Sophie, you sacrificed yourself for your friends…" Friend Bear was in tears, "That is the greatest act of caring ever."

"Really?" Sophie asked, and coughed.

"Someone get her some water please." Wish said.

Funshine went and got her some water. Sophie drank a sip of it, but all she really wanted to do was take a nap.

"Tenderheart! The Caring Meter went up a point." Baby Hugs said.

"That's very good." Tenderheart hugged Baby Hugs who was beyond happy to get a hug.

"Now everyone, let's give Sophie some rest." True Heart said gently.

Everyone all went to the heart-shaped table. Sophie closed her eyes and fell asleep within seconds.

When she woke again it was morning. She groggily woke and felt incredibly stiff. Wish Bear was there beside her reading _Legend of the Queen of Care-a-lot._ On the coffee table was Sophie's necklace, the staff, and the shield.

"Wish Bear?" she asked.

Wish Bear closed the book.

"Oh! You're awake." she said and hugged Sophie, "You took a long nap."

"How long?"

"Two days." she replied, and gave Sophie a bowl of oatmeal with raisins.

Sophie slowly ate her breakfast and then stretched. It must've been still very early in the morning since the Hall of Hearts was very quiet, and through the heart shaped window Sophie saw that it was just getting light outside.

"Don't worry about it though, you needed it." Wish said.

"What happened while I was out?"

"The Caring Meter went down three points. It was at seven. Now it's at 4."

"Oh no!" Sophie gasped.

"But everyone is going on missions and doing their best. And I have a good feeling the crown is at that abandoned library."

"Do you know where the library is exactly?"

"In Rainbow Capital City… on the outskirts."

"Sounds dangerous, and it's just begging for Emily's attention. Do you think she found it?"

"They're looking for it, but I don't think they found it yet." Wish said.

Sophie stretched and yawned.

"Why don't you go take a shower and clean up. I'll braid your hair for you when you're ready."

"Okay."

Sophie went up to the bathroom and took a long, warm shower. When she stepped out she felt completely refreshed. She dried and got dressed. She slipped on a new pair of rainbow leggings, and a short sleeve aqua top, with a star pattern on it.

Then she brushed her teeth. She noticed that her wrists didn't have marks on them like she thought they would. When she was done she went downstairs to Wish Bear on the couch and let her braid her hair.

Sophie yawned again. Outside the sky was very light. She looked at the clock on the wall and saw it was 6:40 in the morning. She could hear the faint birdsong outside.

When Wish was done braiding her hair, Sophie hugged her very long. Neither of them minded it.

"I missed you so much." Wish said.

"Me, too." she said and then told Wish Bear what happened during her time at No Heart's castle. Wish hugged her the whole time so she wouldn't feel alone.

Once Sophie was finished telling Wish Bear her side of the story, Wish told Sophie what happened to the Care Bears.

"First off, that blue blur that came by was Swift Heart Rabbit saving the Staff and the Shield. She helped untie everyone. Then we all went back to the Hall of Hearts and called for reinforcements. A few bears came and watched the Hall of Hearts with Grams and the Cubs. We held a quick meeting and made up a plan. Then it was time to go to No Heart's castle and save you."

Sophie nodded.

"The reason the Caring Meter went up a point the other day was because of you."

Sophie smiled but then quickly frowned.

"And it went down again because Emily, Tanya, Vera, Shreeky and Beastly are doing No Heart's dirty work again."

Then Sophie remembered that No Heart wanted to make the whole world evil. She told Wish Bear, but she already knew that. All of the Care Bears did. That was apart of his plan since the very beginning. Only, his first step was to eliminate the Care Bears, and he hadn't even succeeded at that.

"We have to find that crown today." Sophie said.

Wish Bear got up and went to Tenderheart's office. When Tenderheart wasn't on, anyone was welcome to use the computer. Sophie followed her. She used her side of the computer. Her background was a pretty photo of the milky way. Together they searched for the abandoned library on the maps, though they were having a hard time.

"Why isn't it even showing up?" Wish scratched her head.

"It is abandoned…" Sophie reminded her, "Maybe abandoned things don't show up on the maps for a reason."

"Usually things in Care-a-lot don't go abandoned because everyone cares about Care-a-lot here."

Sophie shrugged.

On the outskirts of Rainbow Capitol City there were a few, big, empty buildings.

"Maybe it's one of those." Sophie said pointing.

"It must be." Wish said, and went down to the ground view.

Right away they could tell it was the library they were looking for. Hopefully the crown was safe inside, and no one had gone searching for it before them.

"Well, now we know where to go." Wish said with a smile.

By now the rest of the Care Bears were waking up and Grams was starting on breakfast. Even though Sophie already ate, she took a small plate of fruit for more energy.

Soon everyone was eating breakfast. They were all happy that Sophie was awake, too. Sophie sat next to April and Nolan. True Heart, Noble Heart, and Brave Heart all had stayed overnight.

"So what did you do while I was asleep?"

"I spent time with Cheer, and did a lot of roller-skating." April said.

"And I spent a lot of time with Funshine Bear playing all kinds of games, both inside and outside."

"And we also watched some movies together." April added, "Also we went on a few more tours of Care-a-lot, and made sure the Castle was cleaned."

It sounded like they had fun, and Sophie was glad.

"That's good." she said, nibbling on a strawberry.

During breakfast, Wish Bear made an announcement about the crown's location. Tenderheart didn't even need to give them permission to go find it.

"I hope we find it." Cheer said. Wish and Sophie nodded.

After breakfast, it was time to go searching for the crown. Sophie put on a new pair of socks, and her light up shoes. Nolan and April got ready, too. April was wearing a plain pink shirt today, as well as sunrise colored pants and her usual pink flip flops. Her pony-tail seemed extra bouncy.

Nolan was wearing his usual yellow shirt again, but was wearing denim shorts.

Before they left, Sophie grabbed the shield and staff off the coffee table, and put on her caring necklace. She admired it for a moment, glad that it was okay.

Wish, Cheer and Funshine all got ready to go. Wish had memorized where the abandoned library was, but when they headed out to the cloud car, she logged in the coordinates to the car's JPS.

"Let's go get that crown!" Sophie said.

They flew to Rainbow Capitol City within 45 minutes. The summer air was hot and humid, but Sophie enjoyed it. Funshine had brought along a cooler of ice pops, refreshing water, lemonade, apples, and beef jerky for later. Sophie held on to the staff, but put the shield at her feet.

"Okay, here we are." Wish said.

They landed right in front of the little cluster of abandoned buildings. The library was directly ahead of them a few paces. When they hopped out, Sophie took the shield and staff with her. She didn't think it was a good idea to leave them in the car out in the open, especially if Emily was planning to come here.

It was clearly abandoned. There were vines snaking up the walls, and the windows were shattered and dusty. It was made of rainbow and cloud bricks. The sign that read "LIBRARY" was hardly readable.

They pushed open the door since the handle was missing and went in.

The library was dusty and most of the books were gone. A lot of the shelves were empty. There were a few remaining unwanted books. Sophie wondered why this place was abandoned in the first place. With some cleaning up and refurnishing, she could see a pleasant library.

This was only the first level. Sophie had a feeling that the crown was going to be higher up. There were three levels.

They all searched the first floor thoroughly, but didn't find the crown.

"It's not down here." Sophie said, breaking the dusty silence.

Sophie lead them all upstairs. The second level was pretty much the same as the first, but with a lot more dust, cobwebs and more books. There were some shelves that were empty, and some books were falling apart. There were loose pages on the floor too.

"I wonder if there are any good books left." April said as she crept forward next to Sophie.

Sophie and her friends wove through the isles between the bookshelves. Cheer opened a filing cabinet, but only found files with unhelpful information. It was just history of books that were checked out, and sheets of library fines. The bottom filing cabinet held office supplies like tape, rulers, and note cards.

"Nothing in here."

They double checked the second story, but didn't find anything. That could only mean that it was on the third floor, just like Sophie had guessed earlier.

They went up to the third floor with high hopes.

The third floor was more of a lounge and study area. There were groups of desks on the walls, and only a few heavy chairs that were covered with dust and spider webs. There were only a few lamps, but their bulbs were missing. Sophie and her friends all looked about the third floor.

Sophie found a little safe hidden under a pile of heavy books in the very back of the room. As she expected, it was locked.

"Every bear, I found a safe! The crown must be in here." she shouted, and she put the staff and the shield on the floor next to her.

"If only Secret Bear was here, then we could open that thing just like that. Secret Bear can open any safe or door." Cheer said.

Everyone got down on their knees next to Sophie and inspected the safe. Nolan even lifted it up and Sophie looked underneath it for a key or a note with the combination. But all she found was dust.

"Nothing's under it." Sophie said.

Nolan carefully put the safe back on the floor.

"Why don't I try?" Wish said.

She fiddled around with the combination, listening for clicks, but she wasn't as good as Secret Bear was with unlocking safes.

"Hmm." Wish said, trying again. But the safe didn't open.

Everyone looked around for a clue for the combination, but came back empty handed.

"Couldn't you wish to know the combo?" Sophie asked.

"Looks like I'll have to." Wish said, "Though I only like using wishes as a last resort."

Funshine tried prying open the doors with his paws, but of course that didn't work.

"Wait, let me try something first." Sophie said just before Wish Bear was about to make a wish.

Sophie's birthday was July 18th. If her mom hid the safe here, perhaps she used Sophie's birthday as the combination.

She tried the combination 07-18-07. To her surprise, the safe opened!

"Wow!" Sophie laughed. Everyone cheered.

Sophie opened the safe all the way.

Inside was the crown. It was gold and had clouds on the bottom. There were pretty and colorful heart gems on it too.

"Wow…" Everyone said together.

Sophie pulled the crown out of the safe. Her hands were trembling a little. It was such a beautiful, ornate crown. And it was for her.

"Put it on!" Cheer said.

"I can?" Sophie said.

"You're the Princess of Care-a-lot, aren't you? A princess needs her crown." said Nolan.

"I guess so…"

Sophie put it on. That moment, she felt like a princess indeed. Everyone gasped. A beautiful light radiated from the crown and spun all around Sophie. She was covered in sparkles. There were tears in her eyes. It felt like she was getting a hug from her mom. Her heart trembled with emotion.

All of her friends kneeled before her respectfully.

"Princess Sophie of Care-a-lot…" they said.

Then the light and sparkles faded.

Now she was really the princess. She was just one step away from being the Queen. But now that she had all of her quest items, why wasn't she the Queen?

"You don't have to kneel." Sophie said, "You're my friends."

Everyone stood. Wish gave Sophie a big hug.

"You did it! You got all of the caring items. Let's go back to the Hall of Hearts, every bear." Wish said.

When Sophie picked up the shield and the staff a huge surge of caring power flowed through her and light glowed around her. She could feel the power of caring flow through her, and she felt stronger. It was like her mom was holding her hand, guiding her.

They left the library, but Emily, Tanya and Vera were just arriving!

"Ugh, they beat us to it!" Emily growled when she saw Sophie with the crown on her head. She was tearing out her hair literally and having a tantrum.

"How is that even possible?" cried Tanya.

"We still have a chance, I think. We can still get all of her stuff, because now she has all three!" Vera reminded Emily.

"Yeah! All of our work has been done for us!" Tanya cheered.

Emily laughed manically.

"You're right! Let's get 'em!"

They charged at Sophie and her friends and prepared to use their bracelets. Yet Sophie wasn't going to let them take her hard-earned treasures.

"I'm not going to let you have my treasure that easily." Sophie said rather calmly, but with fierce determination, "Care Bears, stay back."

She got into position and closed her eyes as Emily, Tanya, and Vera charged at her. When she opened them she was fully concentrated, and gripped harder on her staff and put her shield defensively in front of her. Hopefully her crown would stay on her head.

"We will win!" Emily yelled, shooting at Sophie with evil magic.

Sophie knocked the magic away with her shield, and swiped the staff out in a crescent shape in front of her, whacking Tanya and Vera away as if they were flies. Caring energy rippled in the air around her.

Sophie took a chance and hit Vera and Tanya while they were down with huge blasts of caring energy. Now that she had all three magic items, she would have even stronger caring magic. Then the battle was just between Sophie and Emily. The Care Bears and Sophie's friends cheered for her. The Care Bears and Sophie's friends kept Tanya and Vera busy so that way they couldn't reach Sophie.

"Go Sophie, you can do it!" Wish cheered the loudest.

This gave Sophie a boost, since she knew that Wish cared for her. Emily shot another powerful blast of evil at Sophie, right at her head. Sophie dodged and used her staff. Soon they were incredibly close to each other, within hitting distance.

Sophie didn't want the battle to last long, and also she didn't want to hurt Emily to badly. Sweat was starting to form on her forehead as they fought round and around each other. Emily was even more determined and was growling and baring her teeth as she pushed up against Sophie's shield, trying to get her to fall backwards. Sophie wasn't going to let her.

When she looked in Emily's eyes, it was almost as if they spoke.

 _I hate you,_ they chanted with the darkest voice imaginable, _I hate you more than you can think I do!_

Emily hit Sophie with her dark magic. She took a wound, and yelled out in pain. But she wasn't going to let one hit stop her. In fact, it only encouraged her to keep fighting, and harder. Then, she knew what to do.

Sophie sprang up in the air high over Emily's head, and swiftly brought down her staff and put all her strength in it, determined to finish the job. She shot out a huge rainbow blast of caring magic. The force of the caring power sent both of them flying backwards yards away from each other.

But Sophie got to her feet instantly. Emily was lying flat on her back, completely stunned. Sophie aimed her staff at Emily and waited for her to stand up. She sat up half way, unable to stand and fight. Vera and Tanya were also hit by the Care Bears, Nolan and April, so they were on the ground. Emily looked at Sophie with such hatred it sent chills down her spine.

"I won." Sophie declared.

Tanya and Vera dragged themselves closer to Emily, who had her hand around the evil bracelet that was shattered.

"You might've won this small battle, but that victory is nothing when it comes time for the end of Care-a-lot!" Emily said, pain cracking her voice.

There was no way Sophie could forgive Emily. But she was incredibly sorry for her.

"I'm sorry for you." Sophie said.

"Don't pity me! You're the one who's weak!" Emily yelled, and then coughed.

Tanya and Vera put their bracelets together, and held Emily by the wrists. Then a dark purple magic haze flickered over them, and they vanished.

Sophie was relieved they were gone. The Care Bears and April and Nolan came over to hug her.

"You did it!" Wish said.

"Yeah. I did…" she looked down at her weapons. She didn't know that caring was that strong.

Nolan gave her a big hug too, and so did April. Then it was time to go back to the Hall of Hearts.

When Sophie entered the Hall of Hearts, the Care Bears who were there were completely startled. They kneeled before her. Sophie smiled sadly. She was going to have to get used to being treated as royalty. Tenderheart, True Heart, Noble Heart, Grams, the cubs, Share, Love-a-lot, and Grumpy were back. Everyone else was still busy on missions.

"You really don't have to." Sophie said, "Please rise."

"Sophie! You did it! You got all three caring items." Tenderheart said happily.

"Yeah! You should've seen her fighting Emily and her sidekicks with the weapons. She was amazing! And her final blow just knocked Emily down!" Nolan said enthusiastically, making a fake punch with his hands.

"That's the power of caring." Tenderheart said.

Love-a-lot went over to Nolan and whispered in his ear. When she did, he blushed rose red. Then she took him by the hand and led him to the kitchen. Sophie couldn't hear or see them since the rest of the Care Bears stayed and were talking about the crown.

"It's so beautiful!" Share said.

Sophie told them what happened. Every bear was amazed by Sophie's caring power.

"Now that we have all the caring items, we might have a chance to win against No Heart and his forces." Tenderheart said.

"Let's call a meeting to make a plan in fifteen minutes." said True Heart.

Sophie put her shield, staff, and crown on the table. She studied the crown up close for a few moments. The rainbow bejeweled hearts were incredibly beautiful.

"Pst! Sophie!" Love-a-lot jumped on the couch next to her.

"What?" she whispered back, "And what's with the whispering?"

"Shh! I have a secret I want to tell you."

They went to the empty rainbow rescue beam room for some privacy. Sophie knelt down to Love-a-lot's height, and Love-a-lot whispered in her ear.

"Okay. I'll just tell you straight up. Nolan has a crush on you!"

Sophie blinked.

"Huh? What?" she really wasn't good with friends, let alone friends who were boys.

"I kind of guessed you'd say that." Love-a-lot said.

"Oh. Really?" she blinked, "Did he say why?"

"No, but my guess that he thinks you're awesome. And he likes your personality a lot."

"But how? He's hardly even known me for a week." she crossed her arms, "And am I a little too young for that?"

It didn't make sense.

"Love has no boundaries or age. Love knows not of life or death… surely you know that. Your mom still loves you. I'm just telling you in case you have any feelings for Nolan, too. Or some develop in the future."

"Okay." Sophie said, "Well, I might have a change of heart. But I've never had a crush before."

Love-a-lot winked.

"Don't worry. Just follow your heart!" she nudged Sophie's arm.

Then a bell rang — but as they were going to the heart-shaped table, Sophie and Nolan bumped into each other. Nolan was blushing. Love-a-lot went on ahead to the meeting.

"So uh, what did you and Love-a-lot chat about?"

"Um… now's not a good time really. Let's talk later." She wanted to avoid that subject at least until later.

The meeting was about to start. All of the Care Bears had come back from their caring missions and were heading to the meeting table.

"Sophie, are you coming?" Wish Bear asked.

Sophie went to the heart-shaped table. During the beginning of the meeting Sophie had a hard time concentrating. As for now, she only saw Nolan as a friend. Maybe after the big battle, she would feel differently about him. Yet, she was curious about what love was like…

And what would her dad think? He did let her come to Care-a-lot after all. Hopefully she'd have time to talk with Love-a-lot and Nolan later.

They all put their heads and hearts together to come up with a plan to save Care-a-lot.


	10. Chapter 10: The Power of Caring

**Chapter 10: The Power of Caring**

There were only two points left on the Caring Meter. If it went any lower, Care-a-lot would be gone forever. Hugs had reported that it was tipping towards the first point, but something was keeping it from going any lower. Sophie had a feeling that it was her.

The sky was beginning to glow with sunset. It seemed as if there were more clouds in the sky, too. The air around Care-a-lot was filled with anticipation. A battle was approaching. On the evil radar, Tenderheart spotted that powerful dark forces surrounded them. They had looked over the book again for helpful information. When used all together, Sophie's weapons were very powerful.

The meeting was now over, and everyone was preparing for the upcoming battle against No Heart and his army. They had a plan, now they just needed some time to get it ready. The Care Bears were going around the Hall of Hearts and putting up a protective force field of caring energy. Cheer Bear used a powerful contraption that Bright Heart made to put in some extra caring power so the Hall of Hearts would stay protected even while everyone was in battle.

"Tenderheart!" Share rushed into the heart-shaped table room from the rainbow rescue beam room.

"What is it, Share?" Tenderheart asked.

"No Heart and his army are getting closer by the minute." she said, with sweat running down her forehead, "We don't have as much time as we thought."

"How soon will they be here?" True Heart asked.

"In ten minutes." she replied with a gulp.

It was time to get ready. Sophie was incredibly nervous. April and Nolan gave her a hug for support.

Tenderheart rushed to his office and used the speakers to make an announcement for everyone to hear.

"Attention Care Bears. There is only ten minutes to get ready for the battle. Remember that the power of caring is in all of your hearts!"

The Care Bears quickly finished putting up the glowing force field. Sophie wasn't sure if it would make much of a difference if the Care Bears lost, since Care-a-lot would shatter and break into a million irreplaceable pieces. Wish Bear had told her earlier about the time that Care-a-lot was almost destroyed.

She wasn't going to let that happen.

A few moments later, the Care Bear Cousins landed on the Rainbow Rescue Beam. Sophie, April, Nolan, Wish and Funshine greeted the Cousins and told them the plan of action.

"It's so dark and cold outside." said Gentle Heart.

"There's evil clouds in the sky, and lightning." Treat Heart added, shivering.

"This is getting bad." Wish said.

Sophie held Wish Bear's hand.

All the Care Bear Family and Sophie's friends gathered in the living room. They all chatted nervously. Would they be enough to save Care-a-lot? That was the question on everyone's minds. Sophie knew that she had to say something to lift every bear's spirits.

She stood up high on the couch and cleared her throat to get everyone's attention.

"Can I have every bear's attention please? Care-a-lot's darkest moment is approaching. But I am the protector of Care-a-lot, and I care about Care-a-lot so much. No matter how much evil there is in the world, there are still those who care. If there is only one person left on earth who cares, Care-a-lot will live on. Evil will not win today!"

The Care Bear family and Sophie's friends all cheered.

Then alarms blared from the ships outside, alerting everyone that Care-a-lot was under attack.

"Oh no! They're here!" Share Bear said, looking out the window at the darkening and stormy sky.

Ships were zooming around outside.

"Grams, Cubs, stay inside and keep the force field going. Don't let any enemies inside." Sophie said, and they nodded, "Every bear, let's save Care-a-lot together!"

Thunder shook the ground. Together everyone went outside. Care-a-lot was falling apart. Though it was a sad sight, Sophie knew there was light at the tunnel. There was hope for Care-a-lot, because light always shone brighter in the darkness.

Everyone stood in a line with Sophie in the middle, and April on her left and Nolan on her right. The Care Bears were on Sophie's left, and the Care Bear Cousins were on her left, in rainbow color order.

The army of darkness and evil was right in front of them. There was no order. They all seemed to be glowing with dark power. Then, Emily, Tanya, Vera, Shreeky, and Beastly stepped forward into the front center of the army. Emily and her friends were wearing all black, but it seemed as if their neon streaks were still glowing. Sophie noticed that Emily and her sidekicks had an amulet that looked similar to No Heart's.

The air bristled with anger. The ground below them was shaking, and the clouds were beginning to turn dark. The rainbows were falling apart and the color was leaking out of them.

Everyone knew to keep an eye out for No Heart, but also that they had to get to Emily, Tanya, and Vera first.

Sophie looked to her friends and they nodded. They were all in this together.

"For No Heart and evil!" Emily said.

"For Care-a-lot!" Sophie challenged back.

The battle had begun.

Caring and evil charged at each other, yelling. Everyone was lightning-fast. Sophie and Emily were the heart of the battle. Emily delivered the first blow, but Sophie dodged it. Then Sophie blasted Emily with a beam of caring. Emily avoided the hit, too.

To either side of Sophie, Nolan was battling Tanya, and April was battling Vera – using their caring necklaces.

Sophie and Emily hit at each other a few times and blocked or missed their target. Sophie used a spin attack, but Emily jumped over it and tried to shoot Sophie in the air. Sophie's heart was racing. Sophie tried aiming for Emily's pendant.

"Give up, Sophie! You'll never win." Emily laughed.

Sophie could only feel sorry for her old best friend. How she longed for a best friend again.

Emily shot at her again, and Sophie blocked it with her shield.

Then Sophie swiped Emily's pendant and slammed her shield down on it, breaking it.

"No!" Emily shouted, "I'll get you for that!"

Sophie dodged every one of Emily's attacks, and for a few moves she didn't fire back.

"Why aren't you fighting me? Are you scared?"

"No. I care about you, Emily. I don't want to hurt you." her caring necklace flickered with light as more caring energy was stored inside.

They chaotically danced around each other, with Emily trying to make harder and harder blows against Sophie. Sophie pushed back with equal force.

"You already did hurt me! Or unless you forgot about how you teased me? Because I didn't!" she shouted.

Sophie dropped her weapons, but not her crown.

Emily then saw that Sophie was weakened, and punched Sophie across the face three times in a row, alternating her fists. Even though Sophie tried to block, Emily took out her anger on Sophie. She screamed for all the pain that was inside her. Sophie felt every bit of it. The pain was blinding. Yet Sophie refused to give up, refused to stop caring about her. Just before Emily was about to throw another blow, Sophie found it within her heart that now was a good time to say sorry. Better late than never… Sophie put up her arms in hope to protect her face.

"Please wait! I'm so sorry, Emily. It was wrong for me to hurt your feelings and tease you. I'm sorry… please forgive me. I don't want to fight you."

Emily was in mid punch when she stopped. She was confused. The chaotic battle continued to rage on around them as they were at a standstill. Nolan and April were struggling to get Tanya and Vera's pendants.

Emily could hardly believe what Sophie had just said.

"You mean that? With all your heart? You're not lying?"

"I mean it with all my heart. I'm not lying." Sophie said, "I want to be _best_ friends again. I care about you."

Emily lowered her fist. She studied Sophie quizzically.

Then she took off her evil bracelet, and stomped on it. She looked up to Sophie.

"Apology accepted. Then I guess I should say sorry, too."

Sophie nodded, hopeful. All she wanted was a sorry. Sophie held out her hand as an act of peace and forgiveness.

"I'm sorry I hurt you, Sophie. I shouldn't have done that. It seems like we're both guilty of hurting each other's feelings."

Sophie nodded. Emily took Sophie's hand. When she did, Sophie's caring necklace was filled with so much caring energy that a flare of pastel rainbow light lit up a bubble around Emily and Sophie. It was the start of a new friendship between them.

Even with the light fading, the battle did not. Sophie looked to Emily for help.

"I'll help you stop No Heart." Emily said confidently.

"Thank you."

Then Emily intervened with Tanya and Vera.

"Stop fighting! We're changing sides. Sophie and I said sorry and now we're friends again."

"What?" screeched Tanya, who was in the midst of battle with Nolan. Nolan instantly stopped, and so did April.

Sophie picked up her staff and shield, and prepared to fight.

"There's no time to explain more. Let's stop No Heart from destroying Care-a-lot!" Emily said, raising her fist.

Since Emily knew where No Heart was, Sophie decided that she would trust Emily to bring her to No Heart. That would be their next step, and they could hopefully win the battle now that Emily, Tanya, and Vera were on the caring side.

Tanya and Vera looked at each other, confused, but nodded anyway, deciding that they were more loyal to Emily than they were to No Heart.

Meanwhile, the Care Bears and Cousins were struggling against the Evil Bears, who were not in any way shape or form, their friends. They had no intention of stopping until every last Care Bear was defeated. True Heart, Noble Heart, Tenderheart, and Brave Heart were fighting some incredibly strong opponents with their Care Bear Stares, but it seemed that they were not going to win.

"Don't give up!" True Heart encouraged everyone as they struggled.

Wish Bear was throwing Star Buddies at the enemy, and Funshine was blinding them with his bright sunlight from his symbol. Cheer was using her lasso like a cowgirl, and picking up enemies left and right and flinging them great distances away from the battle.

A powerful wave of darkness rippled through the Evil Bears and they grew stronger. Several Evil Bears took down True Heart, Noble Heart, Tenderheart, and Brave Heart.

Share Bear saw this happening.

"No!" She screamed, and rushed to help them. She whacked Evil Bears with two huge lollipops, and skidded on the clouds to True Heart and Noble Heart and the others. Quickly, she picked them up one by one and brought them inside the Hall of Hearts.

"What is it, Share Bear?"

"They're hurt! Can you please try and heal them?" Share asked with tears in her voice.

"Don't worry, they're in good paws." Grams nodded, "Stay safe out there."

Share rushed outside and back into the battle.

Sophie and Emily were working their way through the Evil Bears and trying to find No Heart when they ran right into Beastly and Shreeky who sprung up from making some booby traps.

"Ah! Emily, what are you doing?" Shreeky yelled.

"I'm on the Care Bears side now." Emily said, swiping her arm out in front of her, "I'm done being evil. I'm done being a bully. From now on, I'm going to show the world just how much I care!"

Sophie gasped at Emily's words. It seemed as if there was a light glowing around her now.

"Ew, then get away from us!" Shrieky said, trying to blast them with her mirror.

"Can I shoot them with my blaster, Shrieky?"

"You don't have to ask!" she yelled.

They blasted away, jumping all around Sophie, Emily, Tanya, Valerie, April and Nolan. Shreeky's mirror hit Tanya but it didn't do her a lot of damage. Shreeky was outraged.

"Why doesn't this stupid thing work?" Shreeky screamed, about to throw a temper tantrum.

"Get their weapons and destroy them!" Nolan said above the clamor of battle.

While Shreeky was distracted, Sophie made a dive for Shreeky's mirror. At the last second, Shreeky pulled the mirror up and out of Sophie's reach. Emily then went for Beastly's blaster, but he was proving to be more difficult than expected.

Sophie's heart was pounding. She tried to grab Shreeky's mirror again but only tripped over someone's foot. As she did, Shreeky lost grip of her mirror and it went flying through the air. April caught Shreeky's mirror.

"I got it!" she cheered.

There was a broken piece of rainbow lying on the clouds, so she quickly picked it up and slam the pointy part of the glass into the mirror multiple times.

"No! Stop! Not my mirror!" Shreeky cried desperately as Sophie held her down on the clouds.

"Keep breaking it, April!"

"You'll have seven years of bad luck, you dolt!" Shreeky reminded them.

"I think you'll be the one with seven years of bad luck!" April said, delivering the final hit, and shattering the mirror into a million shards.

Shreeky gave her terrible shriek when it was broken. A piece scraped Shreeky's skin, which only made her yell louder. Everyone covered her ears, even the Evil Bears.

Then Nolan swiped Beastly's blaster while Shreeky was yelling. Nolan's ears rang painfully, but it would be worth it since now he had Beastly's blaster.

"How dare you!" she growled after she was done shrieking, which seemed like she never would stop.

"Hey, my blaster! Give that back!" Beastly demanded.

But Nolan slammed it down onto he clouds, and stomped on it as hard as he could. It crumbled within a few stomps.

Now that Shreeky and Beastly were defenseless, they had a chance of finding No Heart.

Quickly Tanya and Valerie tied up Shreeky and Beastly even though it was kind of pointless because the Evil Bears could untie them. However the Evil Bears were incredibly busy with the battle, so it was very unlikely they would notice Shreeky and Beastly. It would save them some time to go find No Heart, hopefully.

It had gotten a lot darker since the battle began. Sophie's hairs were standing on their end's. A chill whispered through the air, teasing her braids. The sky was filled with scary storm clouds, and even though there was no rain, there were bright flashes of lightning.

As Emily and Sophie kept running, they bumped into enemy Bears along the way, and had to strike them down. Though how was Emily going to fight if she didn't have a weapon, like Sophie did? Sophie knew she had to do something to help her new friend.

"Use my staff!" she said, tossing it to her.

"What? Are you serious? I don't even know how to use it!"

"You'll figure it out!" Sophie called as she used her pendant to blast enemies away. The Evil Bears screamed when she let out a burst of caring at them and the shock made them fly backwards.

Emily used the staff like a golf club and a baseball bat. She was inexperienced with it, unlike Sophie who had some practice.

Once a group of enemies were out of the way, they heard a roar of evil laughter, and knew that had to be No Heart. Out of the sea of Evil Bears, Sophie spotted Wish, Cheer, and Funshine heading for No Heart as well and were a lot closer and ready to fight.

"There he is!"

It was as if No Heart had appeared out of nowhere, but now he was a few paces in front of them. Sophie gulped. What was she going to do?

"Get his pendant!" Wish reminded her. She nodded.

Now the hard part was actually getting it.

"Whatever you plan on doing, I will ruin it!" No Heart yelled.

"Oh, so you'll destroy your pendant for us? Thanks!" Sophie shouted back.

No Heart threw a blast of purple evil magic at her, but she used her shield to protect herself.

"You think you're really funny, don't you, little caring brat?" No Heart said, powering up with more magic.

The Care Bears distracted him with attacks. More cousins came to join Wish, Cheer, and Funshine Bear. Thunder roared louder in the sky. The Evil Bears grabbed at Sophie's ankles to try and make her trip but she just jumped over them. Emily held off the enemy for Sophie while she ran at No Heart as quickly as she could.

Then just as Sophie thought she saw a clear chance to get No Heart's necklace as he was raising his arms up in the air for more magic power, Shreeky came and flew right into her, knocking her to the ground as she was in mid-jump.

"Hey!" Sophie panted.

Then Shreeky used apart of her broken mirror and swiped it across Sophie's cheek out of anger. She screamed as blood warmed her face, and lifted her hand up to her cheek to try and stop it. The pain stung. She looked in horror at her hand that was covered in blood.

"That's for tying me up!"

"And for me!" Beastly yelled, but Shreeky didn't care about him, since all her focus was on Sophie.

"Sophie! Are you okay?" Wish Bear yelled, as she battled Evil Bears to get them out of her way.

She shook her head. Wish Bear quickly wished for her wound to be closed and cleaned. In a flash it was better, like Shreeky hadn't hurt her at all. The blood from her hand was gone, too.

Shreeky then was attacked by Swift Heart, who spun her around in a circle and made her loose her balance. She fell face first on the clouds.

"Now, Sophie!" Wish said.

Sophie nodded, and staggered up. Then she ran to No Heart as he was distracted. He saw her coming out of the corner of his eye, and blasted a bolt of evil at her.

She used her staff this time and hit it away. He tried again, and hit her shoulder. Sophie yelled out in pain and collapsed to her knees as the evil struck her and started to spread in her skin. No Heart laughed victoriously, but his victory was short lived. The Care Cousins attacked him with Cousin Calls. Then she grabbed her caring pendant and held it for a moment. The evil went away and she got up again.

The Cousins and Wish Bear were fully attacking No Heart now. The other Care Bears were back at the Hall of Hearts attacking or defending the Caring Meter.

Sophie jumped up and now that she was close enough to No Heart, she ripped the pendant from his neck and somersaulted down to the clouds again, and landed in a superhero pose.

"Hey No Heart!" she said, "Thanks for the pendant!"

"What? No! You're no match for me! I am No Heart!" No Heart wailed, now that the Care Cousins actually had a chance to use their Calls and actually give him some damage.

"Good job, Sophie!" Cheer Bear called out.

However, No Heart wasn't done yet. Sophie threw the amulet up in the air as if she were serving in tennis, and then with one strong swipe of her staff, she cracked the pendant in half and sent it flying.

"Now we have a chance against No Heart!" Funshine said.

Yet No Heart summoned more Evil Bear reinforcements by using magic. The Care Bears were quickly swarmed. Sophie gasped as her friends struggled. Nolan, April, Tanya, Vera and Emily struggled to keep the enemy away, too. It was like they were in a sea of darkness.

"No!" she whimpered. They were so close, and yet No Heart seemed so much stronger. She doubted if she could really save Care-a-lot…

"What were you saying? I couldn't hear you over the sound of my reinforcements demolishing you!" No Heart laughed.

Then No Heart turned his attention back to her. He blasted evil magic at her and she struck them down with her staff. When he struck again with powerful magic, she used her shield and pushed back with all her might.

"Why aren't you fighting back?" He asked darkly, enjoying the spotlight as he threw another attack at her.

"I don't want to hurt you, No Heart."

"You must be joking!" he laughed.

She was bombarded with attacks, and dodged them as best as she could.

"I feel sorry for you. You want to make the whole world evil? You think that can actually happen? Well you're wrong! There are always going to be people who care."

"Those are just lies the Care Bears told you, little princess!" he sneered at her.

"If they are telling me lies, then why do I have this pendant? Why do I have so much caring potential?" she asked holding out her pendant that was shimmering with caring energy.

She blasted the daylights out of No Heart. He staggered backward, but this only made him furious.

"I thought you said you didn't want to hurt me. You're nothing but a liar!" he yowled, preparing another evil blast.

"I really don't. But that doesn't mean I won't do everything I can to stop you from hurting Care-a-lot or my friends!"

"You're really grinding my gears, princess." he spat.

Then Sophie jumped high into the air and shot No Heart with a burst of caring energy with her staff. She knew that the caring magic didn't have a lot of impact, but it could certainly feel like it to a villain since they were unfamiliar with caring.

Her burst of caring was stronger than she expected, and No Heart was prepared for it — which she didn't expect. He used both hands for the evil energy, and stepped forward and used a great force of his power to launch Sophie across the battlefield.

Sophie landed in the park on the soft clouds. She actually got stuck in the clouds because No Heart's throw was that strong. She panted and tried to catch her breath.

"Great. That didn't go how I wanted it to." she grumbled, trying to get herself out.

She used her staff to pull herself out of the clouds. She brushed the cotton clouds off her clothes and took in how far away from the battle she was. There were no Evil Bears where she was. All their focus was on the Hall of Hearts.

As she got to her feet again, a terrible pain filled her arms and legs. It startled her so much that she collapsed to her knees. She looked down in horror to find that her brown skin was turning black. The evil snaked up her skin like rivers. Already her fingers were totally black. It shot up her arms and to her shoulders. It was moving too fast. Sophie cried out in pain.

How was she going to defeat No Heart? She gulped nervously and spotted him on the battle field. Now that she was out of the way just for the moment, a few Care Bears were attacking him. Then, Sophie saw in the distance True Heart, Tenderheart, Noble Heart, and Brave Heart were coming out of the Hall of Hearts preparing for battle again.

"No! I will save Care-a-lot. I love it with all my heart." Sophie said, fighting the darkness inside.

The evil magic inside her started to recede, and it was like she was having an internal battle. She smiled and thought of happy things. But that wasn't enough. The evil magic struck back and started crawling up faster this time. It went up to her elbows with no hesitation. Her arms felt heavy. Carrying the shield of heart seemed like she was carrying pounds of gold.

"I love Care-a-lot. I have a caring heart." she said and boosted her caring energy enough so she could run back to the battle.

She plowed through the sea of Evil Bears, determined to get to No Heart. As she approached him, he spotted her too and only laughed at her. Then he paid her no attention as he battled Brave Heart, and Noble Heart.

"Sophie!" Tenderheart rushed over to her and saw the evil magic on her skin, "Oh no! You're hurt."

"It's okay. I can still fight No Heart."

He looked at her worriedly.

"I won't stop you then. Just follow your heart and remember how much the Care Bears care about you." Tenderheart touched Sophie's cheek, where the evil hadn't spread to yet.

Sophie nodded.

The evil was sneaking up her neck, and her feet and legs were covered in it. The magic was almost taking completely over her. But she wouldn't let it.

Then Sophie charged up her staff with a little help of her caring necklace. The staff was almost completely covered in a rainbow glow – she just had to wait a few more seconds for the whole thing to be glowing.

No Heart had gotten dangerously close to the Hall of Hearts now. Sophie knew that she had to use her staff soon.

Once the staff was completely glowing, Sophie shot the staff at him. It hit him and knocked him backwards. He flew over the Evil Bears, and landed yards away. But he got up and was somehow more charged up. He used his tornado form to get him closer to Sophie again.

"You're so blind and stupid, little child!" he laughed, pointing at her.

"Stop calling me little!" she was tired of him calling her names in general.

"Do you even know who's side your on?" he asked.

"Is this the game called are you smarter than a fifth grader?! I'm on the caring side!"

"It certainly doesn't look like it! Look at your skin."

"Huh — what?"

When she looked down at the darkness on her skin. It was seeping into the air. Yet it was still in her skin and hurting.

" _You_ are giving _me_ evil energy!" he laughed.

"I am not!" she growled.

"Tell me that after I use this old trick."

No Heart laughed manically and used a supersonic burst of evil energy that knocked everyone down all around him, including Sophie. Everyone screamed as the powerful magic rippled in the air.

Sophie was the only one who staggered up. She glanced around at the fallen battlefield. Yet Wish Bear sat up and rubbed her head. No Heart was laughing his head off and celebrating victory too soon.

"Ouch…" she whimpered.

"Wish Bear! Are you okay?"

"I think I have a headache." she shook her head, and shivered.

Sophie ran over to Wish Bear, who was cold. She quickly used the power of her caring necklace and touched it to Wish Bear's belly. She almost instantly perked up.

Then she went around to all of her friends and healed them. No Heart was busy trying to get his troops back up, since for some reason his magic had temporarily stopped working.

"Sophie! Your skin!" Wish gasped.

"I know…" she said, trembling, "I'll be fine. But I know how we can defeat No Heart."

She whispered in Wish Bear's ear. Wish nodded, and hugged Sophie quickly.

"Care Bears, Cousins, every bear! We are not alone in this fight! Everyone on earth that cares is cheering for us! Let's stand together as one and use all the power of caring to conquer No Heart!" Sophie shouted to rally her friends.

Everyone slowly got up, but they did. And they came over to Sophie. They were very worried about her skin. But she was more worried about Care-a-lot. Her human friends, Nolan, April, Tanya, Vera, and Emily came to her too. Sophie told everyone in whisper what their plan was.

"I hope it works." Love-a-lot said.

"Me too." said Grumpy Bear.

They formed one straight line going from side to side. The Care Bears were on the left, and the Cousins were on the right of Sophie. In between them, April was on Sophie's left, and Emily was on Sophie's right.

"Is everyone ready?" she asked.

"Yeah!" they all shouted just as a roar of thunder crashed through the sky.

Sophie turned to face No Heart, who was still laughing and having a good time. The Evil Bears were staggering up, clearly weak on their feet.

"Hey No Heart! I have a trick up my sleeve, too!" she shouted.

When he looked at Sophie, he was startled to see her in formation with her friends.

"What? No! Impossible! Caring will never win!" he wailed, realizing he was in deep trouble. Shreeky and Beastly clung to him knowing that something horrible was about to happen. And he clung to them too.

"3… 2… 1… Care Bears Stare! Care Cousin Call!" Sophie, her friends, and the Care Bear Family shouted together.

A light brighter than the sun shot out of Sophie and her friends. It was a colossal burst of caring energy, and it wiped out No Heart and his whole army in one try.

When the light faded, Sophie opened her eyes to see a different kind of Care-a-lot. It was still damaged from the battle, but the sky was lightening with the first rays of dawn. Shooting stars fell overhead in the gray sky. Sophie was still holding hands with everyone. As her friends soaked in the sight of Care-a-lot, they knew there was a lot of work to be done.

In a moment, everyone let go, but no one left the scene. They all gathered around Sophie and Emily.

Sophie knew just what she had to do. Friend Bear nodded at her. Sophie reached out her hands and smiled at Emily.

"Friends?" Sophie asked.

Emily took Sophie's hands in a friendly way and held them.

"More like best friends forever!" Emily said, and unexpectedly gave Sophie a heart-warming hug.

As they embraced each other, the caring in both of their hearts met and melted all the hatred they had felt towards each other. Tears of happiness fell from Sophie's eyes. A beautiful and gentle light glowed from their hearts and spilt all over Care-a-lot, restoring it.

They let go. Both Sophie and Emily had smiles on their faces. Sophie was glad to have a best friend again.

"Hey every bear! Look at the Caring Meter!" cheered Cheer Bear.

The Caring Meter was up to the twelfth point. Care-a-lot was saved, and all thanks to Sophie and Emily.


	11. Chapter 11: The Queen's Coronation

Chapter 11: The Queen's Coronation

The entire Care Bear Family and Sophie's friends were gathered outside the Hall of Hearts that pleasant late June afternoon.

They were sitting in rows of fold up chairs. A rainbow carpet ran down the middle of the isle, and in front was a little stage, enough for ten people to be comfortable on. True Heart was just arriving at the podium. Sophie wasn't present at the moment, but since this was her Coronation, she would be after she made an entrance.

"Attention please every bear, please give a warm welcome to Nolan, April, Tanya, Vera, and Emily."

Facing opposite from her and at the end of the rainbow carpet was a beautiful and well-decorated archway.

Through the archway, Nolan, April, Tanya, Vera, and Emily walked through. In a single file, they walked down the isle. April, Tanya, Vera, and Emily were wearing fun and ruffled dresses that were summery and went down to their knees. April wore light pink, Tanya wore green, Vera wore purple, and Emily wore sparkly silver. Nolan was wearing a nice yellow dress shirt with a black bow tie and a vest, and his hair was sleek and combed back. They all looked lovely.

The Care Bear family clapped for them. They took to the stage and bowed to everyone. The Care Bears all cheered and whistled, hooted, and roared together happily. The excitement was building.

"I would first like to begin by congratulating these caring children, for they have done a great act of caring for Care-a-lot. There is always of course more for them to learn about caring, but so is there for everyone. They have shown that even though you might have been hurt, you can still show others that you care, and you care a lot."

Everyone chuckled and True Heart smiled.

"Now without further ado, I shall give each of these protectors of caring their own reward."

True Heart had a bunch of medals hanging from her arm, even a few caring necklaces.

"Nolan." she said, and she put a gold heart-shaped medal around his neck.

"Thank you, True Heart."

"You're welcome, Nolan." she said.

Nolan hugged her, which played well with the audience. Then he let her move on.

"April."

She gave April a rose-gold heart-shaped necklace.

"Thank you, True Heart." April said and hugged her too, following Nolan's lead.

"Tanya. Your heart has changed. I am so proud of you." she said, "That is why I am giving you your own caring necklace. Because you have so much caring inside of you."

True Heart put a lollipop-shaped necklace around Tanya's neck. Tanya hugged her.

"And you too, Vera."

True Heart put a flower shaped necklace around Vera. Vera hesitated a moment but then hugged True Heart.

"And Emily. You have changed so much on this journey. The Care Bears will be here to help you continue to grow and keep your heart kind and filled with caring." True Heart said.

She put a double heart shaped necklace around Emily's neck.

"Thank you, True Heart Bear." Emily hugged True Heart, and True Heart hugged her in return.

True Heart turned and faced the crowd with a huge smile on her face.

"Now every bear. For the moment you have all been waiting for. Give a heart-filled round of applause for the new Queen of Care-a-lot! You know her name, she is Sophie Summers!"

Sophie made her entrance. She stepped through the archway and the Care Bear family went wild and cheered so much it felt like Sophie was the main singer at a concert. She blushed and waved to everyone as she leisurely walked down the isle.

Sophie was wearing a gorgeous rainbow gown with lots of ruffles and sparkles and stars. Her hair was done in two fancy braids, and there were sparkles in her hair too.

She felt exactly like a princess out of a fairy tale. Walking down the isle with her friends cheering for her brought such a happy smile to her face that she actually cried a few tears.

"You look lovely, Sophie!" Love-a-lot cried out, gushing over her dress.

"You rock, Sophie!" Grumpy shouted, pumping his fist in the air.

Wish Bear said, "See, I told you that dress would look good on you."

As she passed Wish Bear who was sitting on the end of a row, she held her paw for a moment, and then continued.

Everyone was still cheering as she stepped up to the stage. She stood in front of the podium, which True Heart moved out of the way.

"Could everyone give me their full attention please? I have something to say." True Heart said, getting everyone's attention and keeping it.

Everyone quieted down instantly. True Heart cleared her throat.

"There aren't enough words to describe how proud I am to see how much Sophie has grown in her heart. Sophie has made an enemy into a best friend. She showed just how much she cared. The power of her and Emily's friendship is what restored Care-a-lot. Even though both of them were hurt, they healed each other. And now they are on the path to a new and shining friendship…" she said.

Everyone clapped.

"Due to her acts of caring, it is time to pass down the crown and title of Queen of Care-a-lot to Sophie. This title proves that Sophie is caring and that as long as she lives, there will always be caring in the world."

True Heart then went behind the podium and got out Sophie's crown. It was resting on a golden plush pillow with red fringes. She picked it up off the pillow, and Sophie knelt.

True Heart put the crown on Sophie's head.

With a grand voice, True Heart said, "You may now rise, Sophie, Queen of Care-a-lot!"

She moved out of the way to let the audience see Sophie. Sophie was crying and she wiped her tears away but it was pointless. She was just so happy.

Someone in the crowd was about to say something, but Sophie knew she had to tell the Care Bears just how much they all meant to her.

"Wait! Before everyone starts cheering and going crazy, I would like to say something. I… am so happy that you are all my friends. You all helped me become the person I am right now. I've changed a lot, and have been through so much with everyone. As your Queen, however… I want to be treated as if I were your friend. I will be your protector, and ensure you that Care-a-lot will live on forever, even when I grow up." she said, smiling, "I still have a lot to learn about sharing and caring, but I will be as caring as I can be, every moment of every day."

Sophie wasn't sure what else to say.

"Um, can we clap now?" asked Baby Hugs.

"Yes." Sophie said kindly.

"Queen Sophie! Queen Sophie! Queen Sophie!" everyone cheered as loud as they could. They all clapped and went completely over the top in their round of applause. Sophie laughed watching everyone as they stood up on their chairs and a few bears were even jumping.

Then Emily came over to Sophie and gave her an unexpected hug. Then her other friends did too, and so did the Care Bears. It was an incredibly sweet moment. Sophie had never felt the love of so many friends in one single instant. She looked up to the sky and the sun bathed her in golden light.

 _I am the Queen of Care-a-lot…_ she thought.

"Now let's get a party started!" Birthday Bear shouted.

No one argued with Birthday Bear.

Within a few moments, the chairs were cleared and a dance floor was created with the help of Wish Bear. Nolan came up to Sophie. No one else was dancing yet, and Sophie didn't know why. A few Bears were in charge of the music, and were getting ready.

He bowed and gave her his hand.

"May I ask the Queen for her first dance?" he asked politely.

Sophie blushed. Every bear was watching her happily. She bit her lip – but then realized there was nothing to be nervous about. She was surrounded by friends who cared about her.

"Yes, you may." she placed her hand on his.

They made their way to the center floor and Nolan held both of her hands. The Care Bears played some lovely music for them to dance to — La Vie En Rose. While they danced, Sophie studied Nolan's handsome gray eyes.

The music was loud enough for them to talk without being heard.

"So, did… um… when you talked with Love-a-lot, did she tell you how I felt?"

Sophie blushed.

"Yeah…" she said, nervous for what he was going to say next.

"Well she was right. I have a really big crush on you."

Sophie couldn't stop the feelings of happiness from overwhelming her. And there was a little fuzzy feeling in her heart, too.

"Is it okay if I say how I feel?"

Nolan nodded.

"I have a little crush on you." she said, which was true, "It's still a crush, right?"

"Right." Nolan agreed.

When the song ended, they hugged each other warmly.

Then the celebration went into full blast. The Care Bears played lively music and everyone wanted a dance with Sophie, even Emily, Tanya, and Vera.

The celebration lasted an entire week. Sophie was glad that she didn't have to wear the dress the whole time, even if it was beautiful. And she didn't have to wear the crown the whole time, either.

She got a few moments alone with Nolan, but they only got so far as to holding each other's hands. Sophie told him they'd have to take it slow, since this was a first for her. Nolan had plenty of crushes before, but since Tenderheart had taught him about manners, he would respect Sophie's choices… not just because she was the Queen of Care-a-lot, but because he was her friend.

Sophie spent time getting to know Tanya and Vera. She also rekindled her friendship with Emily.

For the whole week there was nothing but parties, music, laughter, games, sweet treats, movies, and time with friends. The Care Bear Cousins, and True Heart and Noble Heart stayed to enjoy the excitement.

The Care Bears all gave her presents, which were Care Bear themed. She could take them all home with her and put them in her room to make it more like Care-a-lot.

After everyone gave her presents, the Cousins decided to go back to the Forest of Feelings. True Heart and Noble Heart stayed. The Caring Meter stayed up at 12 points the whole time. Sophie hoped that it wouldn't go down anytime soon.

Sophie was snacking on a bowl of chips as she looked at all her presents on the couch. Her friends joined her.

Then the dinner bell rang.

"Come and eat!" Grams announced.

Everyone came to the heart-shaped table and enjoyed a wonderful dinner.

After a dinner of pizza, they popped in some funny movies and enjoyed them. Nolan and Sophie cuddled during each of the movies. Nolan gently stroked Sophie's hair. She was starting to like Nolan more and more.

She rested her head on his shoulder and he held her hand, letting her know that he cared about her.


	12. Chapter 12: Best Friends Happily Forever

**Chapter 12: Best Friends Happily Forever Ever After**

During the early afternoon the next day, Sophie was playing with all of her friends outside, having a blast. While they were playing catch and Wish, Cheer, and Funshine had joined, Sophie had an idea.

They played catch a little more. Sophie was nervous to ask her friends about her idea. While they were playing, Wish Bear noticed Sophie struggling with her feelings.

"Hey, what's the matter, Sophie?" Wish asked. They stood side by side while playing.

Sophie spoke to her quietly.

"Oh! They'll love it! Go on, ask them." Wish nodded.

"Are you sure?"

"I wouldn't have this smile if I wasn't sure." she smiled.

Sophie laughed and caught the ball.

"Hey, Emily, Tanya, Vera, April and Nolan… I have an idea!"

"What is it?" they all asked with smiles as Sophie tossed the ball to Nolan who caught it perfectly. He bounced it over to April.

"Would any of you want to have a sleepover at my house?"

Without any hesitation, in unison her friends shouted, "Yes!"

They stopped the game and enthusiastically hugged Sophie. She smiled so very big, and hugged them back.

"Let's get you all ready to go back to earth!" Wish said.

"Don't forget to pack everything you brought!" Cheer reminded.

They all went up to the Care Bear's rooms who they had stayed with, and gathered up all of their belongings. The Care Bears helped them too.

During the previous week, Emily had stayed with Love-a-lot. Vera stayed with Friend Bear, and Tanya had stayed with Share Bear.

Within a few minutes, they came out of the rooms with all of their belongings and went down to the rainbow rescue beam room. As they went up the steps of the rainbow rescue beam, Sophie felt torn. She missed her dad, and her kitten, but she would also miss Care-a-lot. When would she come back?

"Don't worry, Sophie. You can visit Care-a-lot anytime. You're the Queen, remember?" Funshine said, "Just tell your necklace you want to come here."

This made Sophie smile.

"And what about my crown, staff, and shield?" she asked.

"They will be safe in the Hall of Heart's vault. Whenever you want them, they'll be here." Tenderheart said, firing up the rainbow rescue beam with Grumpy Bear and True Heart.

Sophie nodded. She had everything with her, and was certain she wasn't forgetting anything. Well, almost.

"Wait!" Sophie said.

She rushed down the steps to hug Wish Bear. She hugged her tightly, and Wish Bear nuzzled Sophie's nose. Sophie laughed, but she was also crying.

"I'll miss you so much."

"I'll miss you too, Sophie."

Then Sophie let go even though she didn't want to.

"Thank you so much every bear. Thank you for helping me, and inviting me to Care-a-lot. I had a great time." she wiped her tears away.

"You're very welcome Sophie. We'd love to have you again, any time you want."

The Care Bears all waved to Sophie. The white light came down to the crystal heart and the rainbow beam took them to Earth.

They all landed on the bike path. The rainbow light vanished.

Sophie remembered that the last time she was here, Emily was her enemy. And now they were best friends. She was so happy to have caring friends again.

"Now let's go have the awesomest sleepover ever!" Sophie said.

"Yeah!" her friends shouted excitedly together, hooting and hollering, and they ran down the bike path ahead of Sophie. Yet, Emily stayed by Sophie's side.

Sophie looked to Emily with a friendly smile. Emily held out her hand to her. She reached for it without hesitation. Sophie and Emily were going to be best friends forever.

They held each other's hands and raised them up into the light.

THE END.


End file.
